The Dark Spider
by Spades231
Summary: Beaten to near death, and put into a coma, Peter Benjamin Parker awakens three months later with no recollection of what happened prior or who he once was. He doesn't recall the spider bite he received during his middle school trip just before summer break, his friends, family or even who he himself is. He must rediscover himself...or be lost to darkness to come. [Amnesiac Peter]
1. Awakening I

His face was pressed further into the, now blood soaked, beige carpet. The rubber ridges under the boot digging fiercely into the back of his neck, and by now his lungs burned so hard that his already blurry vision now turned everything in sight into a colored blob. The sticky bristles brushed his cheek as he stared through his cracked glasses and spotted his phone snapped in half just a few feet in front of him, he'd hoped Harry had managed to call the police and send someone to help. The pressure on the back of his neck let up a lanky blob strutted down the steps with a joyous spring to his walk.

"What a score!" His nasally voice called out, though he couldn't be sure of what he heard with all the blood that flooded his left ear.

The pressure was gone completely as the rotund man that had been weighing him down walked over to the other one to assess the earnings. But he wasn't left alone as a pair of hands slid under his armpits and hoisted him up. His sore back cracking and popping from the sudden jerking, and his dazed and spinning mind tried to orient itself to being upright again. A pointless, if not admirable, endeavor. A booted foot slammed into the back of his knee and suddenly laughter erupted around him as he fell into a heap on the sticky carpet.

The laughter grew near as a boot mashed across his face, he whimpered and tried to curl up into a ball but the pain in his limbs was overwhelming and he was quickly stomped upon. His cheeks expanded as the air moved to escape his body, and with a huff his lungs were left deflated, but the air didn't escape alone, no not at all, some blood dripped from his lips and his usually pristine white teeth where pink from the liquid swirling around in his mouth.

His spine shook they surrounded him and began stomping on him like it was some game, one they all wanted to win. The pressure let up as a sudden wave of static erupted from their belts and the began to talk to someone…Razer, they called her Razer.

They looked at each other and snickered before kicking him one last time and ditching the ransacked suburban home in eastern queens. Leaving behind the cold and dead bodies of one elderly couple, the emptied jewelry box of the old hag, the busted open safe of the geezer, and everything worth something that there was in-between. Oh, and lest we forget the body of a ragged twelve-year-old who had been beaten to a pulp and left to die in a heap near the remnants of his beloved family.

His hazel, currently tinted red, eyes scanned the room through the cracked glass on his face. The tears spilled with a pink coloration as he looked at the dent in the forehead of his wonderful aunt, he nearly heaved at the sight of his uncle slumped against the cabinetry with a lead pipe stuck through his chest. He looked to the back window, the faint orange glow of the end of the day spilling into their home. His concentration faltered as he wretched himself the pain shooting through him and finally allowing himself to curl up and continue to cry, as he whimpered he swore he heard the distant sound of sirens getting ever closer.

The pair of red tinted hazel eyes dropped onto a shard of glass, a piece broken off from his glasses, damn. His saw his ragged hair, his bruised face, blood shot eyes, and quivering form. But behind all that he saw something more. Himself, he finally recalled who he was. He, was Peter Benjamin Parker.

The door swung open, he hadn't realized the sirens were so close by, people in dark blue spilled into the home guns drawn and as the first set spilled through the door they stopped. It may not have been the brutalist murder, it may not have been the bloodiest. But the disturbed scene before them of what should have been a peaceful family sent chill and shivers down their spines, a more experienced deputy snapped his fingers and brought his group back to this plane of reality.

"Search the house, get forensics in here now." He said and they snapped to attention before scouring the home.

The blond deputy sighed as he looked the first floor over, nothing stuck out to him as particularly lavish so he couldn't understand why the fucker that did this felt the need to murder the couple. His eyes darted across the room, the carpet had been stained with blood, said crimson liquid was still flowing from the bodies of the elderly couple, his stare came upon the young boy and he felt his chest ache, his thoughts immediately pulling up a picture of Gwen in this scenario. He shuddered before crouching down and freezing.

The boys' eyes moved up to stare into his own, his lips opened and closed and if he listened, if he intently listened, he could hear the pleading words. _"Help…"_

He quickly stood and grabbed his radio signaling for a paramedic. The static said it would be several minutes and the deputy growled, why hadn't they just brought one along!

And then like a ton of bricks he remembered why, that freak show in green armor spinning up hurricanes was causing major havoc in down town and they couldn't spare a cab now. What a day…

He looked deep into the eyes of the boy before him, the hurt seemingly contagious as he felt his own face churn at the ghost pains he felt. All he could do was wait, and hope that the quickly closing eye lids of the boy before him was him slipping into unconsciousness and not an early death.

 **-0-**

Soft beeping filled his head, a heavy and yet oh so light feeling was draped over him, he stirred and winced as the sting of pain returned and filled him once more. His nose wrinkled as he forced his eyelids open, the room was a sterile white and the scent of disinfectant filled the air. His mouth was dry, his eyes were currently burning, his head was itchy, and the surplus of bandages weighed on him like a bag of bricks.

"Oh…Shit!" Someone exclaimed before slamming their hands on the railing of his bed, the vibration shook the frame and by extension him. His spine rattled and he grunted in pain. His eyes fell to the side where he saw a boy with brownish-orange hair staring at him with glee, his pale green eyes blurred as tears grew in the corners of his eyes and his smile widened like nothing he had ever seen.

"Oh my God Pete, your awake!" he screamed with joy, the loud tone hurt his ears, but before Peter could do anything, like ask him to tone it down he was still suffering over here, he saw the green-eyed boys emerald orbs widen in shock, running across the room he began to push the button for a nurse repeatedly, Peter stared in confusion and if it weren't for the fact that there was a heavy strip of bandages across his forehead he may have even raised an eyebrow at the strange behavior.

After a moment a nurse burst through the door, they glared at the green-eyed boy before realizing Peter was awake and crowded around him.

The nurse and Doctor began running through a routine. And after a physical look over they sighed and set up a stool by the bed-side.

"Hello there, my name is Dr. Orvail. Do you remember your name?" He asked kindly.

Reality struck a chord. No, no he didn't remember his name, he couldn't remember anything at all really. Which made the sting of tears that were flooding his eyes all the stranger. He thought hard for a moment and the earliest things he could recall with clarity where white pages with dark words printed across them, formulas, and equations…but that's it. He remembered waking up and being scared by that brown and orange haired kid with green eyes, but that's it.

Slowly Peter shook his head, the clinks he felt making the action difficult to say the least. His mouth opened but only a moan escaped his lips. The nurse gave him some water and after some light coughing he tried again.

"Sorry Doc, can't say I do…" he responded finally to the shock and horror of the brown-haired kid.

The Doctor Orvail scribbled some notes, and looked at Peter intently before sighing not sure if whether or not he should continue. But protocol demanded.

"Alright how about the date can you tell me that?"

"No."

"Do you recall why you're in the hospital?"

"Not at all, but it feels like I lost a game of chicken with a semi-truck so…"

Orvail sighed before swallowing the lump in his throat, "What about your Aunt and Uncle, your friend there, do you recall anything about them?"

Peter stared at the Doctor thinking hard for a moment before doing his best to shrug without moving, "Sorry…but I really can't remember anything."

Harry balled his fist, his eyes were watering and he hated the feeling that was filling his stomach, his best friend, how could this happen to someone as nice as Peter…He looked up and shared a look with said friend, he saw the emptiness that filled said friend's cranium and the hollow reflection of himself in the boy's hazel eyes it was too much to bare…so he didn't. Instead Harry chose to turn and bolt from the room.

Doctor Orvail and the nurse shared a look before standing, "Alright, we're going to go call your cousin Myra now Peter. She's your new guardian and you'll be staying here for a few days while she makes her way over. Aside from that we'll run any important diagnostics after she arrives."

Peter stared as the group before him left. He was confused, and he was mildly angry. Not having any memories of people or yourself was apparently very frustrating. Groaning Peter laid back down and felt the tendrils of sleep instantly ensnare him and send him under.

 **-0-**

The door swung open and the familiar Doctor with a different nurse and a man in a blue uniform with dark brown overcoat came in.

With a simple nod the medical group left, leaving only a semi-sleepy amnesiac and the captain of the police in the room. George moved around the bed and found the stood Orvail used and plopped down. He stared for a moment at the slowly, very slowly, recovering teen and sighed. He couldn't stop seeing their peaceful faces being brutally bashed inward whilst he slept through his nightmares.

He cleared his throat, "Hey there, my name is George Stacy, I'm the captain of the police and…and I have some questions I was hoping you could answer for me, think you could try?"

Asked the man who sat down on the stool by his bedside.

Peter wanted to lay back and take a nap, his head screaming swears at him to return to the peace of sleep and forget about this crap until he didn't feel like he'd been recently mummified. He nodded with a sad smile.

"D-do you recall what happened on the night you were brought in?"

"No."

"Would you like me to tell you what happened?"

Peter sighed, no he wanted sleep, he wanted peace, and he really wanted some raspberry gelatin…for whatever reason.

"Sure." He shrugged indifferently.

"T-Three months ago…your family was robbed and assaulted. Your Aunt and Uncle didn't make it, and it was a bit of touch and go with you as well. I'm here hoping that you could recall anything about the assailant. Does any of this help?"

Peter had felt a few tears whilst talking with Orvail but the same did not happen again, no he stared dumbfounded at the police captain before sighing and shaking his head.

"Sorry but…I feel like I should feel…bad, or sorry about what happened…but the lack of context, or connection to it other than the pain in my everywhere sort of has me at a loss. I don't think I'll be able to help you." Peter calmly rationalized and Captain Stacy bowed his head.

'Failure! You, fucking failure!' he chastised himself. His hands grabbed fistfuls of his slacks, his heart ached at the thought. He sighed and looked at the boy one more time putting on his best camera smile.

"Well then, I hope you get well soon. And I wish you the best moving forward Mr. Parker."

"Wait a minute!"

George happily froze before looking expectantly at a confused Peter. "Yes?"

"I thought my name was Peter?" He asked, George felt his dread return.

"It is. Your full name is Peter Benjamin Parker."

Peter thought about this for a moment, what a silly name. He chuckled before wincing in pain. He managed to lay back down and returned to sleep, not bothering to say goodbye, as George left the room.

He got down to the lobby and saw Harry weeping into someone's lap, a tall guard lady. Not the prettiest thing in the world but not ugly. He nodded in greeting and she returned it, her hand stroking the head of the boy.

The walk out to the car became an empty blur and he hated the dread that swirled in him. He stopped just outside his car as he saw his daughter leaning against it. Her orange back-pack on the ground, and a white wire that ran from her phone into her ears, her jaw moved up and down and she blew a bright pink bubble.

Smiling he approached the car and patted her head, messing up her hair, and scarring the bejeezus out of the poor girl.

"Christ dad are you trying to scare me half to death?!" She exclaimed picking her bag up and removing her head phones.

Ignoring her protesting he smirked, "Isn't it a little early for school to let out? Why are you at the hospital?" he asked jokingly unlocking the back door so that she could hop in. he mimicked this and quickly started the car.

"That green guy showed up on the school block and tore stuff up, after he left we were let out early, me and Jean were gonna walk home but she had some stuff come up. So, then I remembered you said you'd be stopping by to check on Peter." She frowned recalling the name of her friend who had been gone for so long, "Meaning if I caught you I could so bum a ride home!"

George smirked as he pulled into traffic and began the drive to their apartment building.

 **-0-**

Peter awoke as the sun rose and peered through his window like some obsessively creepy perverted stalker type.

Gnawing on his lip Peter looked over to see a nurse walk in, behind her followed a tall woman with brown hair that was dyed blue at the ends.

"Oh my god…" She gasped at seeing me, she quickly rushed over and threw herself onto me, the hug was warm but the pain running down my back was hell on earth.

"Miss. Merri please ease up he is still recovering." The nurse said walking over and separating us.

Peter stared up at her and blinked, "Umm, hey there. My names Peter, what's yours?"

She swallowed, and passed a tongue over her dry lips, "Peter, I-I'm your Uncle Ben's cousin, I-I'm Myra, I'm your new guardian." She explained.

Peter shrugged, "Oh, okay."

Tears welled up in Myra's eyes and she quickly wiped them away. "I-I wanted to talk to you about some things…if you're feeling up to it."

Peter once again shrugged, at this point the Nurse went off, hopefully to fetch breakfast because Peter was starving.

"They told me you have amnesia, I-I still can't believe it, I saw them not one week before it happened." She cried out burying her face in Peter's lap, he hesitantly patted her back, having seen a movie late last night where someone did the exact same thing. It didn't work as well as it had in the movie to comfort the crying girl.

"I needed to tell you that…that my job has me traveling a lot, so I purchased an apartment for you to stay at and I opened a bank account to give you a monthly allowance, and I'll have one of my assistants stop by and check on you every day!" She rambled off a list of things for Peter, who needless to say didn't understand it all and didn't really care.

He nodded along, trying to pick the important bits out from the emotional mess that cried before him.

Finally, she was done, and he had some breakfast placed before him. Sadly, no raspberry gelatin for him.

 **-0-**

 **A/N:**

My newest story! Yes a Spider-man tale of what could've been. We need more of these in my honest opinion. This one gets a little lemon-y in a few chapters but thats just something to stave the boredom until I get to some more ineresting character items in the after chapters. Like any story patience is key...even if somethings in this story are moving faster than light speed...

Thanks for reading!


	2. Awakening II

I stared out the car window, my head buzzing from the movement but I was otherwise fine. I looked to my side, the indifferent face of a young intern sat by my side, one of Myra's many assistants. I had long since been removed from the hospital and sent home, the apartment that Myra had gotten me. It was a one room studio apartment not too far from school, on most days I'd probably be able to walk here and spare myself the awkward ride with interns.

The car stopped and my eyes followed the path leading up to the darkly colored double doors of Midtown High School. Sighing I muttered a thank you and exited the car. I noticed some eyes fall to me as the car pulled away and left the scene, some girls who very clearly didn't approve of my fashion choices.

A baggy black hoodie over a simply long sleeved white shirt, with baggy dark blue jeans that landed on a pair of black sneakers with white soles.

'What do I care what you think, it's too comfy to wear anything else.' I thought, quickly realizing this exact outfit dominated my closet with two out-fits for special occasions that Myra had picked out.

My hands found my pockets and I moved toward the building, of course I'd lose my memories just before my freshman year of high school, and it was too perfect that I had lost the phone containing all my class information. Dammit.

Fortunately, the main office was just down the hall from the doors and across from that was the guidance office. Walking in I found four cubicles each with some patient looking folk dressed in casual business attire.

A lady with graying brown hair smiled and gasped in surprise, quickly she stood and rushed over to me.

"Oh, Peter it's so nice to see you, I'm glad you were feeling well enough to make it to the first day of school." She explained, she already had a printed copy of my class schedule in hand. Right Myra had stopped by and talked with them. My questioning eyes went on ignored as the woman wished me luck and shoved me out of the room and back to the hall filled with people who five minutes ago had not been there.

'Crap. This is going to suck!' I muttered to myself bringing the page up and memorizing it, then stuffing it deeply into my pocket.

Head down, don't make eye contact, they aren't here, no one has any reason to say anything to you…

"Hey! Its Puny Parker!" Someone laughed catching my attention. How common a last name was Parker exactly.

Just before it happened my brain felt like a siren was going off within it. Just what the hell was that it was more distracting than whoever just called my name!

A hand clasped my shoulder and spun me around, I stared at some tall Jock type with short blonde hair that was combed to the side. Oh, I just realized I haven't cut my hair since the incident and it's getting sort of long…

"Umm, do I know you?" I asked and received smug and worrying faces from the lot.

"Oh, you've gotten funny Parker but how could you forget about your ol' buddy Flash?" He smiled and I felt some unfamiliar twinge within me. This guy didn't seem trustworthy…and I didn't feel like starting some pity party for myself by bringing up the whole hospital thing.

"Leave the kid alone Flash, he just got out of the hospital." A girl spoke up as she stepped between us. She was taller than me but still shorter than Flash. She had blonde hair too that was currently in a bob cut style with some punk flare, she wore a pinkish red hoodie and white jeans that ended mid-calf. And pink sneakers.

Flash, and I kid you not, flashed a smile at the girl and seemingly forgot I even existed as he focused more intently on the girl allowing me to slip away while he flirted.

"Gwen, baby long time no see. Have you thought about my offer?" He asked.

"Flash I already told you I don't date bullies."

"But who am I bullying?" He asked genuinely.

"Oh, I don't know how about we ask…him?" She turned still talking, her pause accentuating the fact that she was surprised the boy she was attempting to defend had snuck off.

Flash and the people around her snickered. She hid her blush well as she stomped off to her first period class, the bell was about to ring and she'd need time to focus on how to tell that little twerp off for not having the guts to stick around and help her.

 **-0-**

His eyes peeled apart and narrowed at the decently manicured hand that hand slammed down on his desk ruining his dream about being a black clad super-human running around ruling the world…

"Huh?" He asked sitting up taking in the full scowl of his irritated teacher.

"Mr. Parker, how nice of you to join us. Since you find my lecture so boring why don't you give the class a brief summary of the Byzantines?" She smirked as I stared blurry eyed.

"Sure. The Byzantine Empire, also referred to as the Eastern Roman Empire and Byzantium, was the continuation of the Roman Empire in its eastern provinces during Late Antiquity and the Middle Ages, when its capital city was Constantinople, modern-day Istanbul, which had been founded as Byzantium. It survived the fragmentation and fall of the Western Roman Empire in the 5th century AD and continued to exist for an additional thousand years until it fell to the Ottoman Turks in 1453. During most of its existence, the empire was the most powerful economic, cultural, and military force in Europe. Both "Byzantine Empire" and "Eastern Roman Empire" are historiographical terms created after the end of the realm; its citizens continued to refer to their empire as the Roman Empire—"

"Alright. Alright, you can sleep…but the rest of you better be taking notes!" She turned and glared with a fury that Peter ignored as his head fell back down.

He would've been perfectly content to return to sleep…had the feeling in the pit of his stomach not permitted it, and the fact his decent looking blond desk neighbor was giving him the stink eye didn't do much to help.

Groaning he sat up and plopped his cheek against his palm, which itself was propped up using the desk.

Said blond simply stared and huffed, 'He can't even sit up for himself, what a lazy ass!'

The brunette stared back, lazily, and huffed, lazily, before finally sitting up straight as a rod and looking forward to the teacher with a, surprisingly convincing, fake smile. He remained this was for a solid…minute before returning to his brooding posture and looked back at the blond.

"Yeah, that's way too much effort." He whispered barely audible for her to hear, but she did. And. She. Was. Not. Happy.

The bell rung and the students all too happily stood and exited the class, Gwen taking this chance to bail on Brooding Mc-Emo pants. She had long since stood from the table and slung her bag over her shoulder. Happily, she walked alone through the halls, determined to reach second period _and_ to get her headphones back from Brock while she was at it.

But…as she walked she couldn't help but notice the strange stares she received from the surrounding kids. She often received weird looks and was ostracized because of the tiny fact her dad was Captain of the Police and she could so snitch on any of them who were hoarding pot…or drinking…or disturbing the peace in any fashion really. But still! It really irked her to be stared at by brain dead teenage zombies that had nothing better to do between classes than gawk at her magnificent potential-to-tattle form parade around the halls.

But then she realized it, when she saw her friend, her _real_ friend, not one of the ones that asked for _help_ with homework or some project only to ditch her with the workload. No, Brock was strong, smart, a good listener. If he liked long days secluded from the world listening to old Evanescence and Scottish folk-metal…well then Gwen was surprised she hadn't already stolen him and forced him to live in her closet.

Fantasies and human abduction aside she finally saw what everyone was looking at, it wasn't her. Well, not directly at least, it was Brooding Mc-Emo pants stalking behind her like some seriously depressed puppy.

She stopped, halted like a stream with a boulder in its way before turning abruptly and glaring at the kid.

"Can I help you?" She asked not at all nicely.

Peter looked at her, his posture horrendous, hands stuffed in pockets, and an expression on his face of someone who had no fucks to give. Shrugging he stepped past her and up to the second buff blond dude of the day, if his guy didn't have such a square and jar shaped head he'd swear it was the first guy but with a black leather jacket.

"Yo, names Peter." He said to the jar-head in his way. Who in turn returned a raised brow and a confused stare.

"Yeah, I know that Pete. I was only out of town for half a year." He explained, and though Gwen was sending him danger signals from behind his childhood friend he was too curious about this not to ask.

"Half a year huh? Sucks man, I was in the hospital for half that and lost my memories. Don't remember much…except school stuff." Peter shrugged before finding a small crack to squeeze into class.

Brock looked back at Gwen who sighed feeling immensely irritated. The _Trio de Friends_ as Brocks ex Francesca had so quaintly titled them had reunited only a third of them had become a douche, and the other third was missing half the time.

With that the three entered, Brock somehow managing to get Gwen to sit with Peter and himself, and waiting patiently for the teacher to walk in.

Gwen glared at Peter, and just like last class, his head slammed loudly into the desk as he promptly intended to ignore yet another instructor.

And history repeats itself as our science teacher walks over and demands Peter to go over wherever we currently are in the syllabus. And after a rousing round of Peter-proves-how-pointless-his-being-in-school-is returns to sleep with little difficulty this time.

Brock turns to Gwen surprised and mouths the words, 'Is this our Peter?'

Gwen thought for a second before mouthing back, 'No. No he isn't.'

The class was dull and quiet, and finally the teacher smiled as her assistant walked in carrying stacks of pages.

"Oh! Wonderful news class, the Principal has greenlit our field trip to the Connor's Natural Research and Development Facility!" She chimed waking Peter.

The pages quickly went around only as soon as one landed before Peter Gwen snagged it away much to the confusion of the sleepy boy.

"The last time we went on a science class field trip you got bitten by a spider and missed school for a week before going into a coma, why would me, your once upon a time trusted friend, even consider letting you risk going to this?" Gwen explained as the rest of the class began their exited chatter for an early year field trip.

Peter thought for a second, not noticing he was standing up, 'We went on a field trip before? Probably during middle school…and it made me sick because of a spider bite, and then I was assaulted and put into a coma?' His eyes blinked as he plopped back down, the page crinkled in his hand and Gwen staring in surprise at how easily he had retrieved it.

"Wait…wha?"

"Who knew comas were so good for enhancing people's reflexes." He quipped as he folded the paper and stuffed it into his pocket, and returned to his nap.

Brock laughed it off, and Gwen couldn't believe it. Seriously what had happened to their friend Peter?

 **-0-**

I dropped my bag down by the door, I could finish all my homework during first period tomorrow.

Plopping down on the couch I clicked a button on the remote that brought the smaller T.V. to life as a screen for an anime streaming sites home page came up. On it where several queued shows all with four hundred plus episodes.

Time to veg-out and enjoy a nice comfy, lazy, and above all peaceful afternoon…fuck why is this so boring?

Kicking my feet up and stared at the moving figures on the screen jump around like a pair of superhuman acrobats with spiritually aware blades that could go super-saiyan. Smiling I looked around the nigh empty room comprising my apartment. I had a pull-out bed that had been lifted into the wall, a bookshelf, a couch, a medium seized T.V. a counter breaking the kitchen apart from the main living room, and lastly a small bathroom with a standing shower filled with black tiles that made me unexplainably drowsy.

Smiling I pushed the couch against the wall and threw my shirt across the room so that it landed on top of my school bag, I stared at my reflection in the jet-black fridge and raised a brow. Back during the hospital stay I was lankier, more…frail. But since moving out I've really grown into myself. It was pleasantly surprising seeing a four pack of abs and a finely set physique. Guess I was doing something right. I smirked as a stepped forward only to panic as my untied laces caught sending me forward. And then it happened.

My body moved, as if on auto pilot. My center curled, and my arms didn't retract to shield my neck and head like I wanted but instead caught the floor and pushed me up into a hand stand that then evolved into a front flip to land on my feet with wide eyes.

"Holy shit, I'm an anime character!" I exclaimed in my excitement, only for my joy to be cut short when a knock came from my door. With a groan I trudged over, slipping my t-shirt back on as I set the chain-lock as to only peel the door open a crack without too much worry.

I looked through, my eyes lazily falling down to see that blond girl from class looking at me weirdly.

"What? Not going to invite an old friend in?" She scoffed.

Peter huffed, a part of him wanted to say something sarcastic or condescending and then let her in…but another part of him wanted to tell the girl to fuck off. So, they compromised by letting her come in with no words on from him.

"Wow, Peter Parker not cracking jokes? Someone call the Bugle I have a headliner for them."

"Ha. What do you want…Jen?" I said crossing my arms honestly unable to recall if I had gotten her name.

"Gwen, and thanks for trying. Nice place." She said taking a seat on one of the counter stools and watching the T.V, still showing an episode of Bleach.

"So, did you follow me home so you could watch my T.V, or are you just that obsessed with me that you wanted to see our future make-out locales?"

Gwen's eyes widened as she barked a laugh that caught Peter off guard, "Yeah your definitely Peter, if a bit braver in his quips. I came because you don't have a cell anymore and I need to know when I can stop by so we can work on our project for Mr. Byron's Art class."

Peter realized that he did in fact have an art class with her, and the miserable midget of a teacher partnered everyone up for a creative exercise due this Friday. Damn.

"I might know my way around a lab, and a library, and a hospital operating table, but my knowledge of the fine arts is sorely lacking. Come by whenever and we can do whatever you want." Peter rattled off not at all feeling as if he was being condescending.

Gwen nodded as she looked at the ample space. Mr. B said we could do whatever we wanted for the project. Peter was always a good drawer, and she could color inside the lines like it was nobody's business.

"I think we should make a drawing, a classical hero type. You still doodling sketches in all your notebooks?" She asked with a chuckle but Peter ignored her as a thought or rather a bubble of realization hit.

"What's your problem?" He asked sounding quite serious.

Gwen raised a brow very confused suddenly. "I'm sorry?" She said hopping off the stool as Peter walked closer to her.

"Today at school you try and defend me even though you knew I was in the hospital and lost my memories, then you get mad because my attitude doesn't match up what you were hoping for, and now you show up at my apartment, alone, and start talking all buddy, buddy like nothing ever happened. It's confusing and frankly makes my head spin."

Gwen stared and began to snicker, Peter stared at her with his own raised brow, and then she erupted into full on laughter.

"Oh god, you know your right…But I never could stay mad at my friends, especially not when it's not their faults they became a clone of Uchiha Sasuke." Peter flinched, he had just started watching Naruto and he had noticed Sasuke's brooding.

"Hey, I am no duck-haired emo brat!" He snapped before feeling the urge to laugh with her.

And so, the pair of them laughed, and laughed, and laughed until they were red in the face. Peter walked over to the fridge and poured them some raspberry juice and Gwen bit her lip as she choked down the sugar free variant Peter was keeping.

"You always did have some weird obsession with raspberries, glad to see that's still the same. But seriously, think you can draw up some neo-classical hero with a decent back-drop that I'll color in?" She asked looking deeply into the sea of brown that was Peters eyes.

He replied with a weak shrug, "Don't know. I'll try but I was in a coma for three months, and my rehab didn't include finger-painting." He smirked, where did that come from?

She huffed as another laugh escaped her reddened lips, ah raspberry juice nature's all-natural lip-stick. She stood and waved as she left Peter who stared as she walked four doors down, stopped, turned left, and unlocked the door before going in.

"Oh yeah before I forget, we're neighbors now!" She happily exclaimed walking into her house.

 **-0-**

 **A/N:**

And there we go, second chapter. So I decided the original seven chapters I drew up for this weren't very good and am currently working at re-writing them. They'll be posted on as after-thoughts or 'what-could-have-been' but the main reason for removing them or deciding on a different route was simply because, A. Their was really crappy development for the characters. B. Peter was overpowered beyond what I wanted. C. Too much lemon...

Like I said I'm re-writing them now, so expect those soon but not my re-works have decided to slow the story down, by at least several chapters as apposed to originally where it would have been much further along much sooner.

Thanks for reading!


	3. Awakening III

Peter looked up from his paper ridden counter, a vaguely harsh knocking was coming from his door and his head was pounding like the god of thunder was throwing a house party in there—

 _Thor caved in the skull of a frost troll before sneezing and getting a strange look from his half-brother Loki._

" _Thor, what ails-thee?" He asked with a dreary smirk._

" _My ears burn…Someone speaks lightly of me…" The blond god grit his teeth at the thought—_

Peter looked toward the window of his apartment and saw the sun coming up, great he stayed up all night drawing. Sighing he turned back to his pages and saw the many different 'heroes' he drew up and smirked. He had some decent skill, not enough to trump Kubo and Goda in a manga off but hey his line work was straight and his proportions looked accurate enough.

The knocking continued and with a huff Peter got up and trudged over to the door and opened it, and to no one's surprise there was Gwen. She had a white blouse, blue jeans, baby-blue sneaker, and a pink jacket tied around her waist, big square glasses that hugged her face, and she was enjoying a lollipop whilst jamming out to something Peter wouldn't hear through her head-phones.

"Morning amnesiac, can I come in?" She half asked already mostly through the door.

Peter stared at her before a thought came to mind, 'she's pretty cute when she's not being a grouchy bitch….'

She stopped before the counter and looked back only now seeming to notice the dark line under his eyes.

"Wow, you stayed up all night to work on our project? How sweet, so which one are we gonna use?" She excitedly asked as Peter yawned whilst walking over to the fridge and pulling out and raspberry Popsicle and handing one over to Gwen.

"As of now? None of them, they don't feel right just yet, wanna come over after school and maybe having you here might help me find what our hero is missing." Peter offered whilst Gwen looked through the many pages of pencil sketched super-humans…and a dog-monkey-eagle hybrid?

"I was watching Full Metal Alchemist and they got to the part with the Chimera being introduced and I really wanted to draw it." He explained crunching the frozen treat between his molars.

Gwen nodded before looking them over once more, "They're too…personified, they look too fake I mean. Yeah super heroes can look like this…but these don't feel like heroes, and they're environments feel really out of place." She said holding up one of a guy, super buff with heavy metal plates and a mega buster sword, standing on water with a mountain of ripped up bodies behind him. Fuck…. I really am moody.

"So…is that a yes?" Peter asked splashing some water in his face and heading to the bathroom to wash up some more.

Gwen plopped down on the now moved back sofa and scrolled through her phone, "yeah sure, but hurry up, Brock said he'd meet us at the usual coffee place!" Gwen called out as the bathroom door swung to half closed and the water kicked on, steam immediately flowing out of the room.

Her hones fell from her hands as she glanced over, did he really leave the door open? What did amnesia cure shyness and pureness as well? And then the image flashed in the thoughts, she hadn't mean to imagine Peter naked. It…just sort of happened?

Her face went pink as she flopped over and glued her eyes to her phone screen. It didn't take long but a pair of still warm fingers pinched the back of her neck making her melt, she whimpered under the touch, her blush intensified as she stood and glared at Peter. He was now in a muscle shirt, with a pair of jeans and white sneakers, his black hoodie in hand and an amused face to complete the look.

"Guess I found your weak-spot." He chuckled and Gwen growled at him.

Throwing on the hoodie required lifting his arms, and that rose the hem of the shirt letting Gwen sneak a quick peek at his abdomen. She stared at the toned muscles nigh perfect skin like she was under a spell and almost frowned when he covered it up with a baggy hoodie.

"Ready to go?" He asked looking at her dead in the eyes. She nodded and the pair left.

 **-0-**

"—Well our menu consist mostly of pumpkin flavored drinks this time of year, but we do have the Raspberry. Cinnamon, and lemon—"

"I'll take it, extra raspberry." Peter said to the girl sliding the ten across the counter. He paid for himself and Gwen, while leaving Brock and some other red-haired girl out to dry.

"Right…I'll have those brought right out to you." The perky counter girl smiled and Peter resisted the urge to call her out on her passive aggressive bitchiness.

He smiled and returned to his 'friends' consisting of a half-friend in Gwen and complete strangers that claimed to have been his friends before the accident.

"Alright, so now we wait like half an hour or coffee…why do we come here again?" Peter asked looking between, buff blond Brock, ready-to-go-red Jean, and the admittedly cute if not somewhat scary Gwen.

"Because back when Harry was allowed to hang with us you two would spend every free minute here." Brock supplied.

Right…Harry… "Who?" Peter asked failing to remember.

"Right, amnesia. Harry Osborne, stuck up bratty rich boy who was your friend before he bought new ones…and I'm pretty sure he's bi." Brock supplied. Again.

"Brock! What's that supposed to mean?" Jean asked looking mildly peeved at the casual mentioning of an old friend's sexuality.

Peter chuckled as Brock failed to reason his way out of this and pleadingly looked to Gwen and Peter for a save. Peter came up to bat.

"What he means is that Harry probably doesn't care if he's plowing the fields or having his rear door cleaned." Peter casually threw out his reason and Jean, Gwen, and Brock all stared slack jawed.

Peter looked between the silenced teens as their coffee cups were placed before them, and after that silent moment they remained silent as Peter sipped his cup of raspberry, cinnamon and lemon-flavored tap water and chemicals.

"This taste like ass." He spat and poured the drink into a plant while no one was looking getting snickers from his friends.

"Bro, I don't know what happened to you while I was gone but I like the care-free attitude." Brock laughed while Jean remained silent hiding her face behind her scarf. All the while Gwen spared a glance at her phone and panicked.

"Shit, guys we're gonna be late for the bus to the Connors facility!"

Peter smiled as the four of them ran to school, the constant running for four blocks turned Jean and Gwen into heavy breathing, sweat drenched, and immensely irritated pair while Brock stared in shock at Peter who looked no worse for wear.

"Wow man, I really have missed a lot in these last six months." He said as their science teacher came out and led them into the bus where they found whichever seat they fancied and stayed there.

Peter may have had three people who were quickly growing on him, but the bus was still filled with other kids he couldn't be bothered with.

 **-0-**

Peter yawned, it was just as boring as he thought it'd be. This wasn't a tour of their lab, it was a 'heres-all-the-cheap-stuff-that-we-on't-care-as-much-if-you-see-or-break-because-it's-all-grad-schools-crap' he clicked his teeth as he looked around, there tour guide was a black lady with long straighten hair and went to around mid-back.

Sighing he looked over to see Brock trying, and failing, to flirt with Gwen. Jean was apparently the New York state champion of cock-blocking.

Shrugging Peter moved to hang with his clique when suddenly the alarms from yesterday started blaring inside his skull like before. He jumped back and neatly avoided a flying desk that smashed into the wall crushing our science teacher.

"Fuck!" Peter cried out, he hadn't learned her name yet!

From the hole in the wall an eight-foot tall lizard man walked out, he had a pair of ripped jeans and a lab coat with no undershirt on. He roared once and chaos ensued.

Kids ran around frantically searching for the exit whilst big-green-scaly-and ugly snatched them up off then feet and munched down on the poor fuckers.

Peter stared in horror. Those kids he couldn't give a fuck about where dying before his eyes, he was glad he hadn't eaten anything solid because his puke would've then come out extra chunky as opposed to now when it was pure-ed

The lizard man flung the crying, mortally wounded kids around before spotting one head of dark red hair that stood next to a frozen blond girl, his forked tongue licked his scaly lips and he rushed them.

Peters body went into overdrive, and autopilot seeing as he wished he was running _away_ from the over-sized iguana. He slammed his shoulder into lizard face sending him a foot off course and into a wall that he tore through like it was fucking tissue paper.

"What the fuck are you doing? Run!" Peter roared as the lizard came rushing back out used its tail to whip them. Peters quick reflexes allowed him to shove the girls away allowing only himself to get whipped, like a bitch, by the scaly fucker's tail.

The brown-haired boy flew through the air, and a thought occurred, 'That really fucking hurt…but shouldn't I be dead from whiplash or something?'

Crashing through a wall he slammed into another wall before falling down onto many glass and metal bakers and doohickeys, before rolling off and onto the floor in a heap, more chemicals poured from atop the table atop him, including one such substance the felt like warm maple syrup and was as black as the night sky.

Peter groaned as another thought occurred, 'Okay…no death by whiplash, and no death by slamming into solid walls and beams going…thirty-miles per hours?'

His train of thought was derailed however as he heard a familiar shriek, "Peter!"

His eye widened as he peeled it open, the other was quickly swelling shut, lizard face was still going after his pals.

"Fuck…" Peter groaned and he lifted one arm and cocked back his elbow, his hand was planted against the ground but he lacked the strength to move, he felt like a sack of bricks that was dropped into a vat of cement and then coated with gold and lead!

' _I can help you…_ ' A voice whispered. Peter frantically looked around but saw no one, but instead he noticed something, the warm viscous liquid pooling around him wasn't crimson blood, it was some black ooze.

'Wait…what?' Peter thought, his throat hurt too much to try talking.

' _I can help…if you let me, if you accept._ '

Peter thought for just a second, he was in immense pain, his 'friend' was in danger, and some weird out of body voice was offering him help.

'Alright, but I swear if you turn out to be Satan or Britney Spears we're going to have words.' He thought as the ooze around him startled to bubble before wrapping around him like a second layer of skin.

He felt warm, and slowly the pain began to vanish. H-They got up, and looked around, they spotted a large metallic screen that let them see a reflection of themselves. They looked like a shroud of midnight, like a shadow come alive, like a silhouette. A singular pair of white eyes was present on the face, they were large and seemed ovular in shape except for the fact they came to a point. ( **A/N: How the fuck do I describe Spider-man eyes?)**

They stood and beneath the second layer of skin Peter smirked. "Dude we looks awesome!" 'wait, did _I_ just say _we_?"

'a side effect of the mutual bonding.' A copy of his voice echoed in his thoughts. Peter freaked for a second before looking around. 'I'm the suit genius, I gave you the power to do something, so let's get out of here before the fire in the room over spreads and we're burned alive.'

Peter was so weirded out, he was now sharing his head-space with another sentient being, and a decently intelligent one at that.

'Thank you.'

'Huh?'

'You think I'm intelligent, I'm thanking you…we still need to move, maybe stop that lizard that wants to eat that girl you want to mate with.'

'I don't want to mate with Gwen!'

'I never stated it was Gwen, but thank you for admitting it.'

Peter frowned, great a smart-ass.

Peter jumped forward out of the room and after landing his front flip perfectly he caught the attention of one overgrown gecko trying to eat Gwen legs first. What a perv…though she did have nice legs.

'Perv.'

'Shut it!'

Vaulting over a desk Peter instinctively launched some webs at the rubble around him and flung it at the lizard earning him a pained growl for his efforts.

'wait, were those…vines?'

'No, if anything, they're closer to webs, I'm detecting trace amounts of arachnid DNA in us…what a strange host you are.'

'Could you maybe not say host, it's fucking creepy.' Peter replied jumping over a tail whip and stomping both feet on the limb before gripping its base and with the help of some claw like extremities growing for a second there he ripped off the ass-holes tail and flung it across the room.

The lizard roared throwing Gwen away and clutching his head before batting at Peter who jumped backwards, mid-jump he launched some webbing making a hammock for the blond girl.

As he landed he looked at the bleeding stump, then at the quickly melting tail on the other side of the room.

"Bro, I could make such a good hand-job joke right now!" Peter excitedly exclaimed.

'Please don't, also, please refrain from viewing anymore humans mating on your T.V. now that we share a body I'd like a say in what we do to please our urges.'

'Wait, so are we sharing or am I just wearing you? or what?'

Peter stared in shock as the lizard grew a new tail instantly from his bubbling stump and quickly turned to run away.

'Personally, I prefer to share. The body I mean, I've always wanted a friend.'

'Sure, why not. But how about we grab Gwen and get the hell out of Jekyll's crazy fun-house.'

Peter picked up Gwen, who stared bug-eyed at him and he kicked down a wall and walked out with the girl being carried bridal style.

Brock and Jean ran over, some fire-fighters and police-men too.

"Holy shit, Gwen I was so scared." Brock cried as he pulled the girl Peter put down into a hug.

'Another male is moving in on a potential mate, I recommend displaying dominance, quickly show your penis and puff out your chest.'

Peter almost sputtered but was too distracted by the cleavage on full view. Lizard breath put some nice scratches onto Jean's clothes revealing her front fully, thought she covered herself with a blanket from the NYPD decently enough.

"Who the hell are you?" one of the police men asked.

'Fuck what do we call ourselves?' Peter cried into his head space.

'Here I got this one.' The copy of his voice thought before taking control of his vocal chords. "We're Spider-man, and that was our nemesis the Lizard. Though you might know him better as Dr. Conner's."

'What the fuck was that!?'

'I took control of the vocal chords for a moment, please don't shout it makes maintaining control…difficult. What a strange body.'

"How do you know that was Dr. Conner's?" the same police man asked.

'May I?' the suit asked and Peter mentally shrugged.

"He was the scientist that gave us our powers, nearly killed us a dozen times. He did it to perfect his serum to regrow lost limbs. He seems to have succeeded, but in the process, has become a lizard man, which I dub The Lizard, getting a trademark soon don't use."

The group looked between each other before Gwen suddenly piped up.

"Oh my god Peter! Mr. Spider-man please our friends still in there!"

'…It took her this long to remember me?'

'She's in shock and doesn't have a super brain or sentient substance to keep her focused, are you surprised?'

'…guess not but damn, only now?'

'Here let me.' The suit began before speaking once more, "Scrawny kid in baggy clothes that got smashed through a wall a couple times?" They spoke.

Gwen worriedly nodded, the fireman next to her looked worried as well.

"Already taken care of, he's on the opposite side of the building, probably just now waking up. I gave him something for the pain. He's very lucky to not have broken anything."

'Wait…I thought I broke our arm?'

'You did, but our combined healing abilities are hard at work, by the time we get over there it'll be a ghost pain. But we'll be very exhausted.'

They did a back flip before sending web line off to connect to a building and swinging away leaving the worried group there alone. Quickly they rounded a corner and landed behind the building and the suit quickly retracted and disappeared.

"Wait…what?"

'I am capable of retracting into your skin or becoming like clothing in appearance. In this case I did the former as to help speed up our arms recovery time.'

"You know…I could get used to sharing my body with some chemical sentience…as long as you don't try and take me over." Peter muttered and he heard himself snicker.

"Peter!" Gwen cried running up to him. His hands wrapped around her and a smile formed on his face. Wow. Her breast are really being pressed against his chest.

"Did, suit-guy save you too?" Peter smirked accepting the warm hug.

"Gwen cried into his shoulder, the rest of his 'friends' were quickly approaching.

Great, time to see where this goes…

 **-0-**

 **A/N: So chapter three, no progress on the chapter four-seven rewrites yet, been having fun writing a simple crossover story, and playing Pokemon Ultra Sun again, y'know since that's another story I have...hint, hint.  
**

 **Anyway, enough shameless self promoting, lets get to the nitty-gritty, this story is going to dark places, clearly right? But that's to be expected, especially early on. And who knows how long Peter and Suit (That's what I'm calling Venom/symbiote) are going to see eye to eye, or if another player might join to the party soon...**

 **Anyway...**

 **Thanks For Reading!**


	4. The Lizard I

The poor mugger slammed against the trash bins that spilled over.

"Oh! A strike!" They laughed as they shot a web pinning the man to the ground. Looking down to the corner of the alley way they could see the bruised face of some blond-haired college girl, her I.D. clipped onto her ripped collar shirt.

Dropping from the wall the pure black suit with snow white eyes rose his hands defensively while approaching the girl.

"Hey there, names Spider-man, you got a cell so we can call the cops?" They asked crouching before the still whimpering girl, her pocket book was spilled out, several plastic cards, make up utensils, and a variety of other assorted items a college student carried around in their hand bag spilled across the pavement.

She shook wildly, her shoulders stiffened and her legs pressed tightly together. She wore a skirt, with blue tights that came down to her knees and a pair of baby blue high tops. They didn't mean to stare, and they meant even less to cast judgement.

'She's an average girl, and college kids aren't usually loaded with cash… he was probably going to—'

'I can assume.' Peter chided suit for almost pointing something so heinous out.

They sighed before looking through her things and finding a pink flip-phone.

'Seriously? Man, these things are ancient!' Suit laughed.

Flipping it open they wasted no time dialing the police and after two rings a call-taker answered.

" **911** , _**What's the nature of your emergency?**_ "

"Hey, there's a mugging going on across the street in an alley across from Luigi's Diner on thirty-second street!" They did their best to sound panicked and anxious.

" _ **We'll have dispatch their as soon as possible, please do not act on your own sir.**_ "

Perfect. They hung up and gently placed the phone next to the crying girl before walking over to the still webbed mugger and picked him up by the caller.

"Hey there darling, I'm looking for a friend of mine, tall, green skin, wears nothing but a lab coat and ripped jeans, does mentioning he's an eight-foot tall lizard man help at all?"

The mugger curled and whined and tried to pry off their fingers.

"Awe, really, no? That's too bad. Hey so according to Suzy dispatch should be here soon so just take a nap while you wait." They said before slamming their heads together, the mugger clonked out, and they remained no worse for wear.

His hands relaxed around the guys collar and he dropped to the floor, adding another layer of webbing in case he woke up, they got ready to leave.

'Damn…' Peter thought as they swung through the streets of queens, now bridging Manhattan.

Their body bent inwardly as it flung from one retracting line to perform an aerial flip before shooting another, they rounded a building, their eyes never leaving the streets below them, instinct alone acting as the driver for their action.

'What's bothering you?'

'You mean besides the fact that we have a carnivorous lizard man on the loose, and missing people reports are already flooding in? I guess my lack of memory, the fact that I have several people claiming to be my friends and I can't genuinely recall any of them, then there's the fact I'm not getting any sleep so I'm gonna be a zombie tomorrow, and I legitimately wanted to spend it talking to Gwen, AND then above all that I have to worry about this whole super hero thing you convinced me to take up, does any of that answer your question?' Peter mentally screamed as they rounded a corner and landed in an empty alley-way.

'…'

They explored the empty alley before stopping above an exposed man hole, its cover bent out of shape and just barely poking over the sewage water below.

'You…don't think he'd…'

'Aren't there rumors of New Yorker's flushing pet gators down the toilet?'

Groaning the pair stepped over the hole and wordlessly descended to land with a gross splash. The rotten smell assaulting their nostrils, and the stale air burning as it ran down their throat. Gagging for a minute they launched a line and stuck to the wall, no point in wading through human excrement diluted water if they didn't have to, right?

'Technically it was you that said we should be hero's. I just wanted to stop Connors.' Suit grumbled as an afterthought, they stopped as they reached an impasse. The tunnel split and they were honestly unsure which way would produce more results.

'Just a guess, which hand was Connors dominant?' Peter asked bringing a hand up to scratch their cheek.

'Originally, right. Though after he lost that he became very adept with his left, if his wife was to be believed…'

The pair shivered, though unsure as to why.

Their arm shot out and a web-line launched taking them over to the opposite wall across from them, and they began their wall running stint down the right passage. Which didn't take long to come across a raised platform of concrete with multiple bodies strewn across it.

Launching a line to the ceiling they swung over and began examining. Seventeen people, all dead. Their hands began fishing through pockets, until they found the object of their desires. A flat screen mobile phone. Swiping a finger across its surface brought up the emergency call function.

" **911** _ **, What's the nature of your emergency?**_ "

And that stumped them, how exactly do you tell a call-taker that you found a bunch of dead bodies in a sewer tunnel on a raised platform without getting questions back?

"Oh, shit, sorry I just clicked dial without looking."

" _ **Well just make sure it doesn't happen again sir.**_ "

'What the hell are you doing?' Suit asked surprised.

Ignoring the voice in his head, man that sounds weird out of context, he bent down and found the hand belonging to the phone and hoped his next plan worked. The thumb of the man unlocked the phone much to Peters relief.

His thumbs clacked the key, and Suit already knew what was coming next.

" _Hello? Who is this?_ " Gwen's voice came on over the receiver. It was late, and they hadn't spoken much since the incident at Connor Labs.

"Hi there, Sorry but I can't explain, can I speak with your father?"

'There's no way this is gonna work…' Peter dreaded.

'If you knew that, why did you bother?' Suit asked missing the point.

" _Hello? Who is this? How did you get this number?_ " George asked harshly into the receiver.

'Holy shit!' Peter exclaimed as they smiled widely.

"Hey there, names Spider-man maybe you heard of me, anyway I'm out on my patrol when I come across an exposed man-hole off fifty-seventh street and low and behold what I find, The Lizards play things!"

" _The Liz—Wait, your actually Spider-man?! Dammit, fine stay there I'm mobilizing a unit!_ " The line went dead and a sigh escaped them.

'Wow…I'm shocked.' Suit said bewildered.

'I know, I'm a genius, you can praise me, go on.'

'Ha, funny. No, it's surprising he believed you, I know you made a claim to an officer dubbing this target the lizard, but I'm surprised he was made aware of that.' Suit hummed in thought.

Peter was about to reason out that Gwen could've brought it up when a familiar alarm began to blare in their head.

As if on auto-pilot their body contorted and sprung over the mound of dead bodies dodging a wooden beam that came flying at where they had once been.

Now standing opposite of the mound and staring behind them they saw their Lizard faced for carrying many wooden beams under his arms, and a fresh, still living, person for the collection.

"Would you look at that, Lizard-face is practicing for the javelin toss!" They laughed back flipping away from another tossed beam.

"NeSt! MInE! LeaVE!" The Lizard hissed and roared.

"And miss the sick nest warming part? Fat chance!" They laughed shooting web lined at the remaining beams in his grasp before pulling them out and spilling them into the sewage, which they soaked up nicely.

"NO! You, PeST!" Lizard roared sticking out his tongue and entering a prolonged hiss.

'…He's doing something, stop him now!' Suit screamed as their senses came alive on an overdrive state.

Their arm pointed straight up and shot a web line that latched onto the ceiling and pulled the surprised body up just in time for the gator to pop out and snap its jaws shut around thin air.

"Ah! Close but no cigar!" They exclaimed staring at the Lizard.

'he can control gators! What the hell serum did he drink!"

'I'm more surprised to actually find gators in the sewers…'

They then swung over and drop kicked the Lizard's snout sending the reptilian ravager back a few feet, and his captive, a young brunet with a bleeding stump where her left leg should've been.

Grabbing her under their arm they shot a line to retreat to higher ground. Turning back, they saw Lizard retreating, they hurriedly applied webbing to the stump and tied another one to apply pressure and hopefully stop the bleeding. Her skin was pale, her short curly hair was mixed with saliva and blood, and she was barely conscious.

'What are you doing, Lizards getting away.'

'…What would be better trying to save this girl…or going after Lizard?'

 **.**

 **.**

 **.**

'She's half dead, we did what we could, but if Lizard escapes this is inevitably going to happen again.'

Nodding in agreement, they made a crude web-harness and hung her from the ceiling, wouldn't sit well with them if they just set her down next to the dead bodies where a gator would turn her into a midnight snack.

They began their run after Lizard.

He hadn't gotten all that far surprisingly. He had just run some ways down the passage before collecting his reptilian followers.

"Oh, a family reunion Lizard face?" They asked staring down the growling Lizard.

"PEsT,RUiN Nest, PeST DIE!" The Lizard exclaimed pulling out a vial of green fluid and crushing it in his hand before arcing his arm back and spilling it across the exposed gators…

Their flesh bubbled and boiled and the water became hectic and they began rolling around frantically. Their jagged tooth filled maws were open as their pain filled cries echoed in the passage.

Their legs and arms extended and their teeth grew and curved. The once average, maybe a bit smaller than average, sewer gators grew to man sized bipedal killing machines.

They stared wide-eyed at the development.

"Holy shit, the conspiracy people were right…" They breathe out as they stared at the lizard people before them, specifically one of them, which unlike the others that had become man-like with broad shoulder, stiff wide abdomen and hips and exposed male genitals. The one catching their teenage eyes was the only female amongst the group with two scaly mounts with pink nipple and a pair of lips between her legs…basically The Lizard created real life Argonians.

The four-lizard people stared down at the black clad man with a righteous fury in their eyes.

"BreTHErEn! MAN-SpiDer aTTacK NeST! KILL!" The Lizard ordered and suddenly they had four very pissed off lizard people sprinting at them.

Quick thinking to the rescue, they jumped over the charging group and landed opposite the small battle party.

"Sorry Lizard, but I only got eyes for one eight-foot tall scaly faced reptile!" They exclaimed launching a web line that connected to his chest and abdomen before pulling with all their might and managing to rip him off his feet and throw him into the four man-lizards…plus the lizard-woman. Yup, very progressive here…

Two of four man-lizards collapsed under the superior weight of the Lizard and went skidding back leaving man-lizard, and lizard-woman to act as his opponents.

"Really guys, two against one? What ever happened to fair play?"

They roared and charged him, the female was slightly faster than the other so she got the first-round house kick that slammed her into the brick wall, giving them plenty of room to deliver a one, two, combo to the other before turning and pressing their back into his chest.

Their hands flew up and grabbed the top of his snout clamping it shut before harshly pulling him over their shoulder and flinging him into lizard-woman.

'GET DOWN!' Suit screamed, and their body followed, thankfully because a clawed hand swiped where they had just been.

Their elbow came up and was buried in the gut of another lizard-man, they removed the hands placed both palms flat on the ground before doing their best beat-box dancing and sweeping the man-lizard off his feet so that he'd crash into the water.

Pushing themselves back up with their arms they caught a punch from Lizard himself whose eyes were narrowed into hateful slits.

"DIE! DIE! DIE!" He roared in their face, before a foot flew between his legs and found the 'man' bits of his lizard body.

"How about no." They offered punching him across the face and pushing him away.

The other lizard-men had gotten back up and were glaring at him, they all charged.

'Not very bright huh?' Peter thought as he dodged the punches and swipes before he melted into a motion of punches and kicks that just felt right.

He delivered a hard punch to lizard-woman's stomach before placing both hands on her shoulder and pulling up and mashing his knee against the bottom of her jaw.

She stumbled back before falling over unconscious.

'One immobilized.' Suit tallied.

Smiling underneath the mask, they extended their arms and shot out two lines locking the feet of the lizard and some lizard-man. One pull later and they were on their backs helplessly on their back.

The Lizard wasted no time sitting up and cutting away the web line, the other…squirmed on its back like a helpless turtle.

Jumping over to him and burying both feet in its gut got a raspy gasp from the mutated reptile. Before it two went out cold.

The Lizard roared and hissed before another of his cronies rushed them, while he picked up lizard-woman and began running off with his only other conscious crony.

'Shit!' Peter thought and glared at the oncoming attacker.

Angrily he realized in his fun he hadn't immobilized The Lizard and now the bastard was getting away!

The crony came at him with extended arms and a wide-open maw.

Peter dogged the attack only to realize Lizard was long gone, by the time he finished immobilizing this asshole he'd be piss out of luck at finding Lizard again.

Angrily he clenched his fist and glared the remaining man-lizard.

His blood boiled as his mind went blank, a whole night of patrolling, of playing hero, of wasting their fucking time! And it was all for nothing!

His arms came forward and two web lines locked around the man-lizard, with three hard pulls the reptile was off its feet and being brutally slammed into the walls, the ceiling, and floor repeatedly.

Then after that, he tugged hard on the lined and pulled the man-lizard over and delivered a harsh drop kick, the man-lizard writhed and squired in its binding before they lifted their foot and brought it down on the creature's throat. A gargle or two later and the man-lizard was dead. Not wanting to have four lizard people running around free they walked over and snapped the neck of the other remaining man-lizard before turning and making his way toward the manhole.

It took a bit of time to walk back to the area that had to manhole they used to enter.

"Freeze!" An officer called pointing its gun at the black clad man that had his head hung low as it trudged through sewage.

'That's right…we trudged through sewage…for nothing…'

Raising his hands to surrender they rose their head, clearly irritated. A web line shot out of their palm and caught the gun by the barrel, twisting harshly at the hip and heels they ripped the weapon from the man's hand and it spun in the air before coming back around and slamming into the man's temple. He dropped like a sack of potatoes into the sewage.

Three more officers, a black man, and two Caucasian women, rounded the corner at the commotion. The all stumbled at the sight, one of their own down, and a black clad figured standing ominously over him.

"You really, don't want to fuck with us right now." They hissed angrily glaring as they all un-holstered their guns.

He didn't give them a second chance as he rushed them delivering a clothes line knocking the two officer that were further ahead off their feet and into the sewage before sliding under a shot and delivering a geyser kick to the other woman's jaw, the sound of teeth clacking and cracking was apparent.

Flipping back up they ran over to the man-hole and shot a web line before flying out of the hole, they didn't miss the scared and surprised expression on the officer's faces, especially, one Captain George Stacy.

It felt late, so they wasted no time and decided to swing home…

 **-0-**

 **A/N:**

 **Okay! Chapter four, and so soon after chapter three? I know, I'm awesome, don't sweat it. Anyway, the four rewrite came out feeling a little better than what was my original plan for this chapter, which you can also read as I'm posting it here as well. NOTE: the 'ORIGINAL CHAPTERS' are no longer cannon and will serve only to show you the path the story could have taken, my plans have changed drastically since then and the original plot will no longer be called upon.  
**

 **So last chapter marked the end of 'The Awoken Spider' Arc and this is the Introduction of 'THE LIZARD!' Arc, the second arc of the story...I have no idea how long this is gonna be by the way since I make this up as I go.**

 **With that settled and said I'd like to say thanks to any and everyone who reviewed, at this current moment one, and now I can say that any reviews I receive with questions or something of the sort will be addressed here, unless I deem them worthy of a PM.**

 **JohnJaunRamboJr35: Thanks, I appreciate you taking time to review and I hope you enjoy where I continue to take the story going forward!**

 **-0-**

 **ORIGINAL CHAPTER 4**

He stood in the center of his living room and clenched his hands, the black ooze erupted from behind him and covered him wholly in there, now signature, black suit. Now with modifications. On the chest and back were large white spider insignias and all along the costume was a web pattern. Peter had drawn the costume and suit had taken it to memory. After it was done peter burned the sketch and they had spent the rest of their day off suiting up and down…or off they guessed.

They were slowly getting faster in suiting up, still not fast enough…but close.

'We should show Gwen.' Peter thought as he stretched their left arm and shot a web-line with a loud thwip that caught a glass of juice before pulling it over to them. The caught it without spilling a drop.

'Are we certain she can keep a secret and that this isn't just a way to get her to pay more attention to us over Brock who has a sprained ankle?'

'What are we insinuating? That I want this girl's attention so much I'm willing to endanger her and ourselves to being exposed and targeted?'

'Well…Now that it's been said.'

Peter huffed as the suit retracted a knock came from the door. The suit had become a black long-sleeved undershirt. Peter huffed at the idea of spending time with anyone right now.

Opening the door, Gwen and Jean stood outside his home.

"Hey there, how you are doing?" Jean asked before Gwen got the chance.

'Two potential mates entering your nest. Display dominance and enter the mating ritual.' His voice echoed through their head.

'No! now stop suggesting it and let's focus!'

'We probably shouldn't say we seeing as that may imply mental instability and frighten them.'

'Good point, fine we'll tick to _I_ , and wow that feels wrong.'

"Umm, hello? Earth to Peter?" Gwen waved a palm before their face that Peter quickly clutched and pulled her in.

She spun before falling backwards onto the couch. He stepped aside and let the now alert Jean step in of her own accord. Smiling Peter turned to the two girls and bowed as the door closed.

"Welcome to our-my, welcome to my domain." He chuckled as he saved himself.

The girls smiled as Gwen sat up straight. "So, Peter, seeing as a day ago we in fact nearly died, and we got today off from school but we still have that stupid project due Friday, I thought since Jean was done with hers we could all work together. You don't mind, right?"

Peter smiled as he sat between the two, "Two pretty girls here with me while I doodle some wannabe hero for which could take any countless number of hours with the possibility of a break somewhere in there, how could I say no?" Peter laughed as he began to draw something ignoring the stares Jean and Gwen were giving him.

 **-0-**

Their lips pressed together, her manicured fingers ran through his dark brown hair, hands searched all along the other wanting and un-satisfiable. The girls red hair pulled away to reveal a supple neck line that the boy wasted no time in biting into, her hot moans escaped as she begged for more.

Jean blew her nose as she stared at the pair of actors on the screen making out. 'Why can't that be us…?'

'Because you were busy drawing when you should have been displaying dominance.'

"Wow Peter, this one really takes the cake. This has to be it."

'Really?' They thought as they looked at the sketch. It was an athletic elder teen or young twenty-year-old possibly, he had a skin-tight suit with bolted metal plates, with a long flowing scarf/cape and an owl perched on his swords handle, the background was glass except it was filled with spider-web cracks, the pieces that had no glass were filled in black and the boy had a smirk of some overconfident grin on his face.

"Alright, here." He handed it over and she slid it onto a manila folder.

"Okay, wait here I'm gonna tell my dad to take Jean home and then we can start coloring it."

The girls disappeared out the door and they sighed, Peter waved his hand back and forth and ignored the soreness of his wrist.

"Damn," His eyes glanced once more at the T.V. the couple stopped making out, some blond chick showed up and was screaming something in German at them, what the hell was Jean watching?

Shutting it off they pulled off their baggy white t-shirt and threw it across the living room. He stood there, chest torso exposed, and smile on his face as his arms reached up allowing him to stretch and ease away all that tension he had built up.

'We're being watched.'

Peter stopped stretching as he noticed Gwen's eyes glued to his stomach, her sky-blue eyes tracing the sharp and defined lines.

"See something you like?" They spoke up causing a link of pink to form on her face, she was so hot and bothered by it that she didn't realize he was closing the gap between them.

"I-I-I-I j-just wan-wanted t-t-to t-tell you th-that—Peter!" She shrieked as they pulled her in and closed the door, they had her against the wall, their smile bright and wide as they looked down on the blushing blond.

Her nose crinkled as she brought her fist together, hover between their chest.

'Shit, shit, shit, shit, shit, shit, shit, SHIT!'

'What's wrong? This is good.'

'I don't know what to say! I just didn't want her to run, but now we're in this…rapey looking position.'

'Want me to handle it?'

'…Gah, dammit it all, yeah go for it…'

'Ok…Give me bodily control.'

'What?'

'Bodily control, let me pilot.'

'Fuckit! Sure.'

"Hey Gwen," their voice was low, almost like a growl, "have I ever told you how damn amazing you are?"

One hand was removed from the wall and cupped her cheek. The heat felt amazing as it warmed their palm.

She opened her mouth to speak but failed, her body wouldn't move, her brain couldn't think, and her mouth wouldn't speak, why was she so flustered dammit!?

"Gwen…I want to be more than just friends." The words seductively filled her ears, his lips hovered above her ear, which now burned similarly to her cheeks, her tongue passed over her dried lips as she finally found words and threw them out without thinking.

"Me too." Wait no!

Their teeth bit down on her ear, lightly nibbling the cartilage, she moaned, as her hands fell to the wall behind her as the nibbling relentlessly continued she slid down the wall in a feeble attempt to get away, but instead she was followed and a firm and strong arm wrapped around her and pulled her close.

Their tongue traced her ear as he let out a soft, warm breath that got her to moan again. They traced her jaw with quick pecks before cupping one side of her face. Her eyes gave it away, she was expecting a kiss, a deep one. Hey longing was adorable and hell, who were they to deny this girl.

Their lips pressed together, it was a soft connection and they quickly pulled back much to the dismay of Gwen who hugged them tightly. Their lips met again and refused to come apart, one minutes, two minutes, three, four, finally they pulled away huffing and begging for air.

After a twelve second lapse they pushed again and met little resistance as they engaged in another deep kiss, but they held nothing back as their tongue pushed against her teeth, her surprised gasp was cut short as they began exploring her. Their tongues wrestled for dominance, she stood no chance as she was quickly conquered and forced into the role of being pushed over. She moaned into them, she loved this right now. Her fingers pulled against his skin, she needed some leverage.

They pushed into one another, she didn't have a chance of winning this battle but if she could get some kind of leverage then they wouldn't be able to push her around anymore. She kept searching before stopping cold as the worst possible thing happened. Soft fingertips brushed against the back of her neck, her senses kicked into overdrive and she simply had to accept the lustful onslaught that she was receiving.

Finally, they stopped and as they pulled back a trail of saliva lingered, bridging the two. Gwen licked her lips taking in the savory and sweet flavor of raspberry.

"Wow." Was all she said staring at the sea of soft hazel that sat in front of her.

Peter laughed lightly snuggling into a warm hug. "Wow, yourself—" He stopped as the alarm in his head went off, quickly they pushed up, got to their feet, made a foot of space between themselves and Gwen, before falling backward onto the couch and putting on their shirt and standing, just in time for Mr. Stacy to open the door.

He stared in, throughout all that Gwen had returned to her normal color, though she paled slightly once she saw her father at the door.

"Hey there Mr. Stacy, fancy seeing you here. Everything alright?" Peter asked nonchalantly surprising everyone.

The police captain said nothing from his place at the door before finally sighing, "Just wanted to tell Gwen I got Jean home, and to not be out any later than eleven." Peter spared a glance at the wall clock in the kitchen, it was ten-forty-nine.

"A-alright daddy." Gwen said not looking at either boy, instead choosing to stare religiously at her shoes.

Mr. Stacy left and Peter waited until they could no longer feel his presence outside the door. It took a minute.

Gwen finally decided the silence was enough, and turned around to ask about a billion question as she noticed Peter smiling at her. Great, she froze again.

"Because I know, that you want to know, about how I Knew and how I did that, I'll tell you. I'm awesome." They laughed at their ego boost before Gwen blushed again and pressed her fingers into her temples.

"A-Alright, look…we can finish this tomorrow…and, let me be the one to tell the guys that we're dating."

'Dating?' Suit asked in Peters voice which was semi-scary, but thankfully Gwen was leaving allowing him to relax and drop his cool guy act.

'Yeah, it's a human ritual where, and I'm using your terminology here, two potential mates hang out and act like that and do stuff in a friendlier manner until they decide they want to…to…'

'I know you want to say mate but every fiber of our fourteen-year-old mind is screaming to say _smash_ or _fuck_.'

Peter went red.

'But we did good there, I was very surprised by how you invaded her vocal orifice with your tongue, what a creative use.'

'We? Don't you mean _you_.'

'Ha. Ha ha. Ahahahaha. You mean you failed to notice when I released control back to you?'

Peter paled. 'Wait, just when exactly was it that I started doing…doing…those umm…'

'God will you stop being so nervous your making us look bad, you took control after the whole ear nibbling started and went wild from there.'

Peter smiled as he jumped up and hollered joyous praises to himself.

'I'm glad you're so happy for us, but now that we've recuperated, and finished our part of the project remember we still need to catch Lizard-breath.'

Peter slouched and groaned, they had put it off all day while they worked on their transformation, webbing, agility, and catch phrases.

"Yeah, I guess, alright give us some thermal wear and I'll excuse us." Peter spoke out as he moved for the door. As he stepped out suit had just finished transforming into a tight black undershirt with long sleeves and a pair of fingerless gloves with a white rectangle on the back of the palm.

Peter walked three doors down and knocked on the Stacy's door and waited. The pretty blond was not the one who opened the door, no it was the vaguely blond but more so grey-haired Mr. Stacy that opened the door and looked down at the suspicious teen.

"Did you need something Peter?" He asked not quite harshly but not overly enthusiastic at the sight of the boy.

"Just wanted to let you know I was going out for bit." He said smiling and turning to rush toward the elevator. 'Oh, and heads up I totally made out with you daughter!' He screamed in his head and snickered.

The doors closed just in time for Peter to see the surprised looks on Gwen and Georges face.

'Why bother telling them?' his voice echoed.

'Because he talks to Myra a lot, guess he feels guilty. Anyway, somethings been bugging me for a while now.'

'Yeah? and what's that?'

'When we first _suited_ up that web swinging thing you did, it was awesome, and hurt like hell, but how did you think of it?' Peter stepped out of the of the elevator, ignoring the obviously drunk teens stumbling in after him, and moved for the door out of the lobby.

'Oh that, well when we used our web lines to throw rocks around I used that same idea but instead threw us around.'

'…Ok, sure.'

'Why the pause?'

'It bugs me that our primary for of maneuvering and transport is just us throwing ourselves around…I kind of wanted something cooler.'

A sigh echoed in his head as Peter stepped into a dark ally and let the ooze explode outward covering him wholly in their Spider-man suit, mark II.

With a smile they jumped full strength out of the ally, scaring a couple walking by at the time, and launched a web-line and took to the city skyline.

The pair flew from line to line, the whole while screaming at the top of their lungs from the pure ecstasy.

Their black clad form swung around from block to block. Until finally stopping atop the Baxter building and looking around before sighing.

They say back and huffed, the sun was peaking over the horizon already and they hadn't seen high nor low of the lizard. They stopped serval muggings, nothing fancy, just binding the muggers hand and webbing them to the wall and asking the ones being mugged to call the cops.

The two groaned before throwing themselves from the building and into a free fall down its side, as the duo fell they spotted a group of five eating breakfast together, one of them most likely the same age as Peter went bug eyed at the sight of a black clad figure falling down the side of their building.

As the window, now four stories above him, opened and a blonde head of hair poked out he launched a web-line and swung off back to his apartment.

 **-0-**

He finally reached his front door, and sighed in relief, they had changed in the alley-way outside and walked back in quickly walked passed the Stacy residence without incident and now stood mere feet from their own sanctum.

Just as their hand locked around the handle and they pushed it open the door four spots down opened and an energetic Gwen stepped out, she was wearing blue jeans, with a pink blouse and light-blue sneakers.

"Peter? You're up early, this is great, let's go meet the gang at the café!"

They sighed as they pulled the door closed and locked it again. Smiling at their favorite blond as they walked toward the elevator.

Gwen waved bye to her dad and Peter smiled at George before the doors closed leaving the pair alone in the cramped elevator.

Peter waited all of no seconds before speaking up, "So, want to talk about last night?"

Gwen went pink as she looked away, "Sorry," she began fidgeting with her finger, "no clue what yer' talking about."

'Did she say _yer_ '?' He heard the thought echo before smiling, it was cute.

He pinched her chin and gently turned her head to look at him, "I may have been moving a little fast. Want to slow down?" He calmly, and gently asked the nervous girl standing before him.

'God NO!' She heard herself yell as her blush grew worse. "Umm. Yes please, maybe we could just…be friends a little while longer." She almost bit her tongue off as she slowly moved through the sentence, and as she looked at the cool brown eyes of the boy who had stolen her first kiss just last night she felt a longing as his hands moved away and he stiffened with the distance between them, and she thought she saw anger on his face…but she was wrong.

"Sure, thing Gwen, whatever makes you happy." They smiled and looked toward the lobby as the pair exited the apartment building and began their walk toward the café.

 **-0-**

 **THANKS FOR READING!**


	5. The Lizard II

A dark figure hit the wall and slowly it crawled over and reached a window, his hands slowly slid it open and an all too happy to be home Spider-man slinked his way inside.

As they stood there, Peter angrily grumbled as he saw the clock on the wall tell him what he already knew, it was almost three in the morning and Gwen would be beating on his door in a few hours.

As they grew further from the window an inky black tendril reached back and pulled the window closed. Peter angrily shook his fist as he webbed the remote and pulled it over before he began flicking through channels…until he found it…

" _And according to this, New York's newest super-child threw a tantrum and wounded three police officers today after killing two_ Lizard-people _and failing to capture the mutated Doctor Connors. It is advi—"_

The screen went black as an inky tendril was removed from the remotes power button. Slowly the suit squirmed and pulled back leaving Peter Parker, the five' five" amnesiac nerd of midtown, who just lost his cool and let his anger auto pilot him home to stand there in a pair of boxers and a muscle shirt.

His body screamed in pain as he made to move before giving up and leaving himself to fall to the floor in a heap.

'Well…that was something.' Suit hummed and received an angry grumble as Peter ignored the harsh burning feeling of his body as he slinked toward the bathroom.

Leaving the door open he peeled the shirt and boxer-shorts off before turning on the water and stepping in.

The cold water pelted him as he silently began to scrub himself down.

'Even if you _say_ nothing, we are sharing a body and by extension a partial consciousness. I know your upset about failing to capture Connors, and what that implies, but why are you so distraught about killing those mutated alligators?'

Peter uncapped the shampoo bottle and emptied it over his head before harshly digging his fingers into his scalp. His nails grating against the hair covered skin and his eyes tightly scrunched together. His mouth forming a tight line.

'You're being very childish, you can't wash away thoughts, and what you felt was reasonable. I amplify emotions and up until now you lacked any immense emotions to be amplified.'

The soapy substance ran down their skin. Their eyelids peeled open as Peter decided to sit down under the cold shower.

'…Is it…supposed to hurt?'

'Considering what we know about human psychology, it would be stranger if it didn't. But…that pain will numb and fade with time…and in time we will catch Connors and put this behind us.'

'…'

'Or…is that not preferable?'

'Seeing that girl…killing those lizard-men…getting away from the cops like it's nothing…it hurt…but should it make me feel so…strong?'

'I suppose so. We have no moral background, we are for all intents and purposes a blank canvas that is slowly being stained with the paint of life. We are who we are.'

They leaned back and a low chuckle escaped their sore throat and dry lips.

'I don't know who I was before this…but I don't think I would've ever imagined getting life advice from a sentient suit of black ooze.'

'Whoever we were…is no longer here…only we are.'

'…right.'

 **-0-**

The bell rang, and the wave of kids began to flood the hallway.

Eddie lead against the locker listening, or rather pretending to listen, to his friend gripe about…something, speaking of which—

"—And then after making wait a whole ten minutes he opens the door looking half dead, and says he's not coming today, the nerve of him skipping school on the day of our art presentation!"

Eddie sighed. Peter wasn't one to get sick often and when he did, it took the nurse sending him home to keep him away from school…rather away from them. Eddie stood stock straight as a thought occurred.

"…You know, since we are his best friends it's only right that we skimp out and go check on him." His smile seemed impossibly wide and Gwen immediately declined.

"My dad would ring you out and hang you to dry before letting or being okay with me skipping school with a boy, for _any_ reason."

So, engrossed in their talk, they failed to notice a red-head walking up to them.

"C'mon Gwen, we'll take my bike even! A quick pop over see if he has a fever, and them be back before final bell. Look, if you're worried, Marty owes me a couple favors and I'll get him to tell our teachers you're at the nurse."

Gwen raised a clenched fist and bit down on her knuckle…" Okay, fine. But if I get grounded you buying me mocha cappuccinos for a whole week!"

"Ugh-uh, excuse me…" a voice spoke up surprising Gwen who turned quickly as she backed up into Eddie.

Her eyes met the green of envious past and she frowned. "Oh…Harry…what are you doing here?" She asked looking away with crossed arms.

"Umm…I transferred recently, and my guidance counselor told me to meet you since we have similar schedules."

Gwen frowned snatching the folded piece of paper in his hand.

'Ugh, where's Peter when you need him!' She mentally groaned.

 **-0-**

"AAAHHH!" some schmuck cried as the Lizard picked him up and flung him toward a brick wall, where his head would have gone crack if not for the well-timed web-hammock the caught him.

Landing a pair of meters away from the reptilian ravager the new and improved Spider-man landed, the light shining off his mate-black suit and highlighting the white spider insignias on his chest.

'Remember, keep calm or else your emotions and instinct take over.' Suit reminded them as the Lizard let out a displeasured roar.

"No! The PEsT is bacK!"

"Missed you too scaly, now why don't you tell me where Lizard-Billy and Suzy are so I can give them the family treatment."

'BEHIND US!' Suit exclaimed in perfect conjunctions with their spider-sense.

One back flip later and they successfully dogged a surprise tackle from Lizard-woman.

"Murderer!" She cried out turning her head and having a spiky whip like tongue eject outward and nearly strike him across the chest.

They back flipped onto a post of fence before giving the duo the double bird.

"Call me whatever you want, but when your papa there killed dozens of my kind I didn't resort to name calling!"

Web lines quickly scattered creating a branching path that they began sprinting across.

Target, one was Connors, his tribe of mutated alligators could wait till after. Jumping down and delivering a nasty drop kick into the cheek of one unsuspecting Lizard put a rather happy smile on his face.

"What's your deal Liz-biz? Can't handle a tiny little Spider-man?"

The doctor turned beast roared and swiped in an attempt to claw out Spider-man's throat, failing at that he settled for having his tail impact with the bugs side and sending him careening into a nearby tree.

"Ugh…if that's not at least two broken ribs I don't know what is…" Spider-man sighed.

'Give me a minute and they'll be all healed, side-note, get moving they're getting away.'

"WHAT?!"

Spider-man did in fact see the pair of reptiles scurrying off with a bunch of…eggs in their arms…

'Oh, shit…' Peter and Suit sighed together.

 **-0-**

"No."

"What? Why not? He was my friend first!"

"well… actually Harry, I was Peter's first friend. And unlike you I didn't abandon him to buy new ones."

Harry turned and scowled at Eddie, "Shut it Brock, you don't understand, you were gone half the time so it was up to us to keep the bullies off our backs!"

"Enough!" Gwen exclaimed pushing the two apart who had subconsciously gotten with short-range-glaring distance. "Eddie, you were Peter's first friend but you were gone a lot, and Harry you may have been there but you did abandon him when it looked like your dad's pockets could get you into the popular crowd."

The two scoffed before looking away.

"Anyway, you class is down the hall to the left, show the teacher your schedule. I'm going to the restroom." She stated, turning to face Eddie, and gave appointed look.

Eddie smiled as he crossed his arms.

"I'm skipping the rest of the day, see you guys tomorrow."

The group diverged, with two thirds intending to meet back up very soon.

 **-0-**

The eggs fell to the pavement and splattered, the half-formed embryos within oozed and boiled in the mid-day sun.

"NO!" the pair of mutant lizards roared in anguish before glaring at Spider-man who had webbed their feet.

"Hehe, well you know what they say, can't make an omelet without cracking a few eggs." Spider-man threw his masked head back and laughed, the stretching ooze straining and seemingly splitting as if to make a mouth.

"Spider…I will kill you!" Lizard-woman screamed as her body turned, her jagged maw split apart and her extra-long tongue thrashing around.

The Lizard charged forward before leaping onto a street lamp and flying through the air at the perched Spider, before a pair of feet slammed into his chest and they both crashed through the window of a coffee shop.

The Lizard groaned and turned over, lucky for him an occupied booth had broken his fall and the tiny school kids, now little more than blood smears, softened it further. Not so lucky however was the boiling hot pot of coffee that Spider man cracked against the Lizards temple sending him into a writhing fit of pain.

"Coffee for one!"

"GAH!" He roared clutching the side of his face as his skin bubbled repairing the damage.

Spider-man flipped backwards to avoid his tail strike, and ducked under a sneaky jab from Lizard-woman.

He retreated back onto the street where soon the pair of reptiles followed.

'No, good. They have the weight advantage, gotta split them up.'

"Don't you know its un-sportsmen like to tag team your opponent." Spider called as he jumped over a small sedan landing on the opposite side, his back against the sidewalk and his feet against the car door.

One push and the thing was sent barreling into Lizard-woman who crashed back into the, now empty, coffee shop.

Spider-man's eyes widened as he looked at the display, The Lizard seemed dumbfounded which gave them a second to examine their legs, and to their surprise, they saw the second layer of flesh rippling and contracting back into a skin-tight suit.

'You can do that?'

'…I'm still figuring this out.'

"And the gold medal for Olympic Car Shoving, goes to the one, the only, SPIDER-MAN!" Spider-man hollered cheering himself on before being tackled by The Lizard and shoved deep into an alley.

They planted their feet an opposed Lizard's momentum, sticking on hand under his arm, they flipped the green bastard over and harshly three him into a trash can.

"I don't know if you've realized this yet Lizzy, but we're Spider-man, and Its pretty improbable that you're going to beat us."

The Lizard stood and squirmed, the flesh wasn't boiling to indicate repair, but the flesh was wriggling which must've meant internal damage.

Smirking they rose a hand and shot a web-line that connected to the man's chest before tugging.

The Lizard did his best to resist but it didn't matter, on jump later and the pair were running up a wall and bringing the Lizard with them.

Blasting past the rim of the roof they went high into the air before positioning themselves. With the Lizard pointing to the ground head first they latched on tight, restricting the beast's limbs, all five of them, before free falling down and slamming the reptilian cranium first through the concrete.

Flipping back Spider-man landed on the roof of a cop car, but his eyes seemed to be locked on The Lizard. The green man stood up. Blood running down the sides of his head and a deep throaty gargle escaping his chapped lips. His whole body seemed to start bubbling before the color vanished and the skin seemed to catch fire and burn off, not stopping until it reached the one-armed man Curt Connors beneath it all who fell face first to the ground in exhaustion.

The cop car door finally opened and the officer jumped out and pointed her gun at Spider-man.

"You're under arrest for assaulting multiple police officer's, disturbing the peace, and—"

Her mouth was webbed shut and the gun in her hand now rested neatly in his, with an invisible smirk they crushed the fire arm and tossed it over their shoulder and landing it in the ruined garbage can down the alley.

"Save it for someone who cares, Lizard-women stuck under a car in the shop, and Connors seems to have reverted back from cellular exhaustion. Hope animal control has a sturdy cage on hand."

His hand reached up and web pulled them away from the scene.

'Wow, man you have no idea how glad I am that's over.' Peter sighed as they swung between buildings.

'You say over, but Connors simply exhausted himself. The same thing could happen to us if we're exposed to high frequency vibrations or even fire.'

'…Your kidding me, all it would take to render us useless is a flip lighter and a rock concert?"

'No. The vibration would need a higher pitch, and the flames would have to last much longer and burn much hotter.'

'Good to know, I wasn't ready to give up Heavy Metal.'

 **-0-**

 _KNOCK_

 _KNOCK_

 _KNOCK_

"Peter! Open up already!" Gwen screamed as her knuckles continued to rap on the door.

"Sure, thing, just step aside so I can unlock the door."

Gwen flinched and jumped to the side as Peter smiled, he had gotten right up behind her and whispered in her ear.

"While I'm always happy to see a friendly face Gwen, shouldn't you be in school?" Peter said before turning and pressing an open palm against Eddie's chest, "Same goes to you Brock, I didn't expect you guys to play hooky on my account."

Brock laughed, taking a single long step back and crossing his arms, "Well we are your best pals, only reason Jean isn't here is because her mom is substituting art class today."

Gwen walked back over and pressed her palm against Peters forehead, "hmm, no fever, and you look rested enough. You should be able to return to school tomorrow. No complaints."

Peter laughed as he fished a pair of keys out of his pocket and unlocked the door before waving for them to follow.

 **-0-**

 **A/N: Holy chapter breaks Batman! Yup, chapter five, the revised and original. Pretty night and day, also the second part of the Lizard arc. No reviews, how sad, since last time so less work on my part to fill in these A/N's. Hope you all are still enjoying these chapters.  
**

 **Also, have you guys seen the trailer for the Venom movie, dude I am hyped as hell!**

 **THANKS FOR READING**

 **-0-**

 **ORIGINAL CHAPTER**

Peter snapped the pen between his fingers and groaned loudly as the warm ink smeared his fingers.

The bubbly girl before him held back, poorly, a laugh as she saw the ink drip down his hand and onto the table he had just bought.

"Hey, Mary Jane, I know that I have to tutor you, but you still have to try." They felt complete frustration fill them as the red-head continued to look the math book like it was written in some alien language.

"Sorry, Tiger, but this just isn't my stuff. Why don't we bail and catch a movie and try again after we've recharged?" She asked as her tongue rolled across her lips.

They were being teased, they were being taunted, and they were not amused.

"Look, I know everyone thinks I'm some nerd that has nothing to do except hang out with my group of pity friends but I'm actually busy as of late so either buckle down, or shove off." They laid it all out, they would have much rather spent this time working on the project with Gwen but she was happily sitting in her apartment with Brock and Jean as she colored away.

'Why's she even hanging out with brock anyway? It's not like he could've done anything when lizard-face showed up. That was all us!'

'Would you calm down, look this girl is getting to us. We just need to get through the next half hour and then we can begin our patrol around the city for Lizard. Though it's strange he hasn't acted out once since his initial spree of crime.

"Wow, so the Tiger has a roar…but does he have a bite?" Mary Jane laughed as they leaned their head back and groaned.

"Look, I could have like…all of the geeks, dweebs, and dorks at school wrapped around my pinky finger and pushing answers my way, the only reason I agreed to tutoring was because it would push suspicion away."

"What if I tell them?"

Mary Jane's eyes popped open and narrowed, "What would you gain? Why do you care how I pass, I get good grades and my parents off my back and you get your little extra credit mister-smarty-pants,"

They snickered, she was so easily riled up. Sighing they stood and moved to the sink to wash the ink off their hand.

"Look you right about one thing, I don't care. But since you've waisted an hour of my time already, the least I expect is for you to be able to repeat a basic formula and its purpose."

The red-head huffed and she crossed her arms. The way she did it pushed her average sized chest up, and the way she had her shirt un-buttoned at the top allowed a perfect view of her cleavage. But they weren't stupid enough to get lured in by some dumb trick, in fact Gwen was much prettier than her, the way she moaned and melted into their arms….

They shook their head and groaned before moving to the door.

"Hey, where are you going Tiger, I still got another half hour."

"I'm calling in the Calvary." Was all they said before heading toward Gwen's door.

The handle didn't budge, smart girl she locked it, the ooze came forward and quickly squished into the lock and removed the pin. Smirking as his undershirt settled Peter pulled the door open, and promptly froze.

Jean was nowhere to be seen, and Gwen as sitting their bug eyes as Brock locked his massive bear arms around her and kissed her, nothing quite as deep or passionate as them, but still…He was kissing their girl.

"So, should I come back when your done…in like eight minutes." They quipped and Brock released the girl before staring equally bug-eyed at his longtime friend, turned amnesiac.

"Peter! I-It's not what it looks like!" Brock exclaimed as Jean exited the bathroom shaking her hands frantically and sending droplets every which way.

'The hell it isn't!'

"Brock, I really don't care man. If Gwen isn't upset then I don't have any reason to be. But anyway, I need help tutoring the lost-cause over here. Any takers?" He promptly ignored the wide eyes of Gwen and Brock.

"Sure, I'd be happy to help." Jean spoke up as she walked to the door, Gwen moving behind her, and Brock followed as to not be left out.

 **-0-**

The five of the sat around the small table, Mary Jane had her face buried in a book whilst the rest stared in horror as Jean dominated the other red head.

"So if x equals ninety-seven and we know that it fits into the formula so far that means that Y can only be…"

"…Twenty-six?" Mary Jane hazard a guess and everyone breathed a sigh of relief, it took three unbearable god damn hours…but she finally had this down.

"Perfect, MJ won't fail basic fucking math anymore, so…everyone out of my house." Peter deadpanned as everyone switched gears and stared in surprise at the teen.

"Wow Tiger, way to be honest."

"No, seriously everyone out, like I have no more energy for this."

And so, everyone left, and Peter breathed his first calm breath since inviting over 'the cavalry' Christ what a joke.

'Next time, let's not invite over so many people. Even though I believe it's too late for that now.'

Peter ignored this as he clenched his fist and let the ooze explode around him as he turned to the window and smirked at the setting sun, He locked the door, opened the window, and jumped out said window launching a web-line.

'Time to commence day two of: Searching for Lizard Breath!'

'Sometimes I find it hard to believe you're a genius.'

Peter shrugged it off as he thwipped around town, until something finally caught his interest. A blood-stained alley with large claw marks along the walls, and the man-hole cover that was broken in two and left away from said man-hole.

Frowning they groaned as they realized their scaly pal had been staying in the sewers and only coming out to feed.

'Hey so, if you're like a suit…do I need to clean you?'

'I cleanse myself at the same time you do, though if we're about to take a quick jog through the sewers of this shit ridden city, then I recommend some heavy-duty shampoo for later.'

With that said the pair front flipped into the sewers and landed in the ankle deep, surprisingly cool, shit water.

"Aw god this is so gross!" Peter groaned jumping out of the toxic stew and onto the walls were he then began running.

'You're telling me.'

The pair ran, it smelled awful, it looked awful, and worst of all it was so boring that it was awful!

It was one long tunnel, no branches, and the smell of lizard breath was vaguely hovering in the air.

'Peter…when we find big-green-and ugly, expect the worst.'

Peter stopped, he lowered into a crouch on the wall as he thought about that.

'Worst how exactly?'

'Dead bodies? A nasty fight that could leave us feeling like you did when you first came out of that coma. Maybe worse still.'

'…Hey, so I've been thinking. Maybe instead of taking this thing on as Peter and suit, we should take it on as Spider-man, really try and get into the zone. I noticed yesterday the lag between our actions and the way we sort of contradicted. Any thoughts?'

'Truly brilliant is what we are, fine, let's be Spider-man together. Not two minds sharing a body, but instead one mind, body, and if you really want to connect I guess we could include soul in that.'

With that decided, Spider-man blinked several times, orientating himself, before breaking out full spring down the long, straight, tunnel.

 **-0-**

The soft crunching of bones snapping, and the hollow gulps as the green reptile swallowed did nothing to un-nerve the black cad arachnid.

Crouching and molding with the shadows, Spider-man moved from shroud to shroud stopping briefly to note on the Lizards still evolving body. He remembered ripping the cretins tail off and how quickly he regenerated that, but it seemed exhausting to do. It was a decent plan, bind him in webs and tear him limb from limb until he was too tired to do anything.

Narrowing his eyes Spider-man saw in a pile of the room the still living, just barely, citizens. They bled profusely, and whined in the pain they felt. Their teeth clacked as they tried to call for help only to waist the energy opening their mouth and failing due to what he expected to be a mix of dehydration, exhaustion, nausea, infection of several varieties, and possibly hunger cramps.

Spider-man leaped from the shadows and launched a web-line snaring the over-fed gecko and pulling him toward himself, but not before pushing off the wall and meeting him half way with a brutal kick to the abdomen, a well armored abdomen, but a brutal kick nonetheless.

"Didn't mean to interrupt snack time Lizzy, just wanted to come over and play!" Spider-man said as he stared down the now dizzy reptile.

"Rrraaggghhh!" The lizard boomed a vicious roar before charging the black clad man that simply vaulted over the lizard that ended up slamming his head into the brick wall of the sewer behind him.

"Ha, oh god that was priceless! Yo, Lizzy calm down before you hurt yourself," Spider-man then launched a web-line into the lizards back and pulled him out of the cracking wall before swinging him around in the air and releasing him into another wall, "that's my job."

Quickly taking advantage of the disorientated lizard Spider-man engaged. Landing heavily on the green beasts back cracking a number of ribs that absorbed the shock and getting a hefty grunt for his trouble Spider-man smirked beneath his second layer of skin or mask…

Lifting his foot he dropped the raised foot onto of the green bastards head and smirked as he notice several teeth crack, and several more stab through the flesh on the roof on his own mouth.

The lizard began to thrash but stopped quickly enough when Spider-man dug his heel into one of his broken ribs, "Ggrrraaaaaahhhhhhhhh!" The lizard cried in pain.

"Hush, Lizzy if I can't focus I'll never get my Bulgarian folk dancing down pact!" Spider-man tease before kicking the lizard into the air and delivering a quick roundhouse that sent the green freak flying into another wall.

The lizard slumped, his eyes spun and he could hardly stand, blue blood leaked from the injuries that Spider-man caused.

Spider-man slowly approached the reptile before stopping a mere four meters away, his stance was wide and defenses down, if his wasn't wearing a mask The Lizard would've sworn the man was smirking at him. Lazily, slowly, and uninterestedly Spider-man raised an open hand and motion for the Lizard to 'bring it.'

The Lizards beady eyes shook with rage, he, this concrete jungles mightiest beast was being taunted by a medium sized brat! Roaring, the Lizard launched himself at the black clad man who jumped into a fromnt flip over him, before suddenly Spider-man grabbed his extended arms and painfully pulled them back and slammed both feet down and sent them down to the ground.

The Lizard whined, and Spider-man made a knowing noise.

"Right, right, so I'm gonna make a move and you tell me which one hurts most."

Quickly the Lizard felt his arms being pulled farther than they were mean to be pulled, they were too far behind him and he felt too tired to thrash around. There was a click sounding that signified the snapping of a tendon as his arms continued to move back, the Lizard was unable to hold back his screams, his arms kept moving back more and more clicks could be heard and the flesh even began to tear revealing the torn tendons that were bloodied and bruised.

His screams grew louder and louder, but the spider didn't stop as he simply kept going until the arms did a full three-sixty. The lizard groaned and hissed as the bubbling began and the flesh tore and reconstructed, his stamina was getting shot but his arms would be fixed. But the Spider didn't let up.

Finger dug into his tail and a foot clamped down on his backside before he felt a mighty tug that ripped his mighty tail from him. The pain was horrendous and he could feel his blood boil and begin bubbling. But his arms weren't done yet…

His head was pulled up and his jaws split apart as Spider-man began to pull apart the jaws of the beast, this time the lizard found his reserves and began to thrash wildly.

Spider-man didn't seem to care and he unhinged the green-fuckers jaw proceeded to slam it into the concrete below. Finally, the Lizard went unconscious.

Spider-man spared a glance at the cowering, hurt, and dying lot of people before him. He began tying up the Lizard in webbing, and proceeded to leave, scaly in tow, and once outside the sewer he called the police from a pay phone.

Though Spider-man was working with the memories of his other parts he was still new to this world, words came easy enough if he knew what to say or wished to speak but as the father of one irritating blond showed up and moved to question him he became rather silent.

"He spared one last glance at the reptilian before nodding at the unamused Captain and swung off. The crew of police officers looked at him and Fire-fighters lowered into the sewers with paramedics on standby. Everyone present spent the next twelve hours making people comfortable and removing the bodies from the sewers. In total there was forty-two bodies found. Thirteen had been munched on or were mutilated beyond belief, six were dead from blood loss, and the rest had a number of issues ranging from dehydration to sleep deprivation.

The Captain did something he hadn't done since Christmas four years ago, he reached into his coat and pulled out a half empty cigarette box and proceeded to light a smoke as he let the true hideousness of the world shine through him.

 **-0-**

Spider-man reached home, and snuck in through the window same as before. He walked through the living room and stopped in the center of the room before rotating his shoulders and cracking his neck. Finally, with a sigh the black ooze exploded out and retreated to his back before sinking into the skin.

Peter didn't feel bad at all about what they had done to lizard, not after seeing the people he hurt, suit didn't seem bothered in the slightest which was good. But suddenly he froze as he saw a perky red-head who previously stood in this apartment to act as Calvary.

Jean stared at Peter with a bemused look on her face, "You're so telling me everything." Was all she said as Peter groaned.

 **-0-**


	6. SHIELD Intervention I

Eddie threw the controller at Peter who only tilted his head slightly to dodge the incoming mound of plastic.

"Jeez Brock, chill out would you, it's only a game." Peter nearly hissed, though it came out as only mildly irritated. They were working overtime to keep their emotions in check.

Eddie looked at the broken controller that smacked the wall and the worried look from Gwen. With breath he chuckled. "My bad Pete, I guess I'm not used to you being this good at street fighter."

Peter shrugged and got up from the couch, Gwen had been doing homework at the counter the last five rounds, "I'd offer you a turn Gwen but we're down a controller now."

Brock sighed tiredly at the 'jab' from his friend and went over to the counter to join the relocated pals. Since they ambushed him outside his door, Peter had been forced to play, gracious host, and entertain the duo for a while. As much as they both just wanted to crash on the couch for a few hours it was clear this duo wouldn't be as easy to get rid of as the lizard trio…

"Oh, god dammit." Peter said as his palm smacked his forehead.

'Wait," Suit laughed, 'you actually forgot that there were three lizards?'

'Bite me.'

"What's wrong Pete?" Eddie asked as he continued to push aside raspberry juice cartons in search for something less…berry related to drink.

"Uh, nothing too major, but I just realized I left my wallet at the café. I'm a run there and see if someone turned it in."

Peter turned on his heels and went for the door before Eddies meaty palm clasped around his shoulder, "Hey Pete, why don't I give you a ride on my bike?"

'Well…that was expected.'

'Shut up.'

"Ugh…jee thanks man, sure. Hey Gwen if your gonna go anywhere lock up for me ok."

As the duo left the room Peter picked up the distant, 'yeah sure, thing' come from the brainy blond.

Eddie snickered as he opened the elevator and held its doors open for the brown-haired teen. The two of them silently took to a wall, and the larger of the pair hit the basement button, and pulled out his phone.

'What's the plan here?' Asked suit.

'We follow him out to the parking garage and knock him out from behind.'

'Hey, I have a better idea.'

'Really? What is it?'

Before Peter could inquire anything else suit erupted from behind him covering them in their new Spider-man costume and sending a large tendril forward to connect with the back of Brocks skull and slamming his face into the button pad.

"Oh, shit!" Peter cried in surprise as his blond friend, that really doesn't specify, does it? Was knocked out cold by his suit, "What the hell was that?!"

'We have company in the parking garage, our spider-sense has been going nuts since he touched that button.'

Peter sighed and pinched the bridge of his nose, "right, that would explain the tingling running down my back. What down here anyway?"

'No, clue. Guess we're about to find out."

The two began running through some stretches, and cracking the neck, knuckles, rolling shoulders, jumping up and down to help loosen up. Only for it to mean jack shit when the doors opened to reveal an angry Lizard-Man munching on some no name resident.

Its slitted eyes widened and it let out a furious roar before throwing its snack-pack at Spider-man, who deftly dogged by jumping out of the elevator and over the corpse to do a triple flip in the high ceiling parking garage and landing atop a red sedan.

"Hey Lizard brains, thanks for saving me the trouble of tracking you down. Tell me do you want your cell to be extra wet or just slightly?" Spider-man quipped as two web-lines flew out and attached to the scaly bastard's ankles.

One tug later and the overgrown gecko was on its back writhing in pain.

Its tail began to lash around before its jagged and serrated spikes cut away at the web lines, it took no effort for the thing to get back on its feet.

"KIN! Give back!" It hissed as its claws dug into a car door before ripping it off and throwing it at the nimble spider.

"No can do scaly, New York's finest has those two in the best pen animal control has."

The door collided with the pillar the spider was hiding behind before harmlessly falling and smashing through the windshield of some poor buggers' convertible.

The spider flung himself to the side and ribbed the front bumper off a car and just like a flimsy and oversized baseball bat it bent as it smacked against the Lizard-Man. The green body flew through the air before crashing into someone's minivan and erupting from it with a loud scream.

Only now did Spider-man realize the car alarms going off.

The blaring sirens confused the poor spider as he failed to notice his own sense warning him of the incoming tackle via one gecko. His back bent and the two were slammed into a hummer, its wheels screeching as they were pushed further into the concrete wall.

The Lizard man stumbled back and shook its head.

'Ugh…mommy is that you?'

'Peter? Peter wake up!?'

"Five more…minutes" Spider-man muttered as his legs gave out and the boy fell forward into a heap.

'…'

Joints tightened and muscles contracted before loosening once more, palms flattened against the concrete and Spider-man flipped back up before cracking his neck.

Wordlessly his arm came up and his fingers signed, come at me. The Lizard-Man reacted by growling and roaring before lunging at the spider who ducked under and delivered a straight jab to lower gut of the lizard and smashed through the same hummers door and into the wall opposite of it. The Lizard-Man grabbed his stomach and moaned in pain, something definitely ruptured.

A pair of hands tightened around the tail and forced the agonizing lizard out of the car and began twirling it before letting go and having the poor reptilian ravager slam through a pillar and through the windshield of some blokes' mini cooper.

Blood pooled in the mouth of the lizard and tiredly it peeked open its eyes to find one swelling shut, and the other filling with blood, his skull was caving in, the roof above him came crashing down from the two feet the pushed it in and onto his head causing the final crack to appear and for his skull to turn his grey matter into mashed potatoes.

Spider-man rolled off the car and looked behind him as police officers with raised guns glared at the black clad vigilante. Angrily they lowered their guns as multiple riot patroller came in with raised shields, and a Spider-man didn't miss the eye=patch wearing figure in the back of the crowd.

"Spider-man! Surrender or we will open fire!" Called out the iron hearted Captain of New York's finest, George Stacy.

Spider-man stared down the surrounding group before his spine wriggled and he jumped to the side to avoid the swipe from the still living lizard. Its flesh was a bleeding, bubbly mess of rotting and re-growing flesh and a second head was starting to grow with spiny protrusions and two tongues. Its stomach was rippling and doubling up on its scale count, a new set of arms growing out of the shoulder of the old ones and a second tail growing half-way down the other.

Spider-man jumped away, over the riot shield and landed perfectly behind the cowering troopers. He then spotted the large exit blocked only by a few cars and launched a web line to pull himself out of this confined space.

Screaming and gunfire echoed over the raging car alarm and before long bodies began to fly out after Spider-man, they had deep gashes going from one shoulder to about their pelvis, their lifeless eyes wide open perfectly capturing their last moment of abject terror.

Spider-man looked back at the blood smeared lizard as his white eyes narrowed. Jumping backward he avoided a riot trooper's corpse as it smashed into the wall behind him. Web lines shot out and connected to the buildings around the lizard, His arms pulled the webs lines back and he released his feet allowing him to slingshot himself at the lizard feet first. The feeling of the sternum snapping sent chills up the teenagers' spine as he back-flipped off of the suffering creature.

Several bangs echoed and white-hot bullets pierced the lizard's skull sending it to the ground, and now a navy-blue jumpsuit wearing figure pointed its gun at Spider-man. Closer observation revealed it to be a woman. Her silver hair was pulled back into a loose pony tail and her eyes were hidden behind green tinted goggles.

"Spider-man, S.H.I.E.L.D demands your presence immediately, resist and we will use force.

"…"

Both arms crossed and shot forward, one web line hit her right ankle, the other connected to the gun. One simultaneous tug later had the skin-tight jumpsuit wearing girl on her rear and the weird handgun in the spiders' hand.

He gave her a look with his head slightly tilted to one side, his other eyes realizing that the lizard wasn't getting up a second time.

But as he gave his attention to the prone girl, and the dead lizard he failed to realize the tiny tube that came out of the gun and sprayed gas in his face. His hand clamped shut on reflex smashing the gun, much to the girls' dropping the gun the suit he around him began to writhe and wiggle before Spider-man rolled his shoulder and began a slow saunter over to the now very surprised woman.

"H-how, are you still awake!" She said rolling out of the way of a web line and drawing her knife from behind her calf in a reverse grip and keeping her eyes set on him.

Spider-man looked at the silver haired girl before jumping back and onto a squad car, his hands curled around the siren atop the roof before ripping it off one quick look later and the shot was lined up, red and blue siren went hurling through the air before being dogged by the girl who rushed forward with her knife.

She jumped and landed next to him and threw a swipe first and missing, using the left-over momentum she spun and tried to take his legs out from under him, and failed as he jumped and dropped kicked her to the floor.

Her back colliding with the pavement as the spider rolled backwards and onto his feet, now in front of him. Spider-man grabbed the bumper of the car and focusing he felt his muscles bulging along with the suit as he picked up the car and flung it at the girl who narrowly dogged out of the line of impact.

The car crashed through the lower floor of an opposite apartment complex before erupting in a ball of fire.

Her eyes landed on the collateral for a second too long causing her to miss the web line that shot past her, but gave her just enough time to turn and see the fist that crashed into her face with a gnarly crunch of her nose.

Spider-man rolled to a stop a few feet away from the now clonked out S.H.I.E.L.D operative. The black clad figure stood and narrowed its eyes at the girl, angrily he webbed her to the pavement before turning and moving to shoot a line to another building.

Wire's connected to him with sharp pricks at the base, and suddenly a sharp current ran through them causing their hands to come up and clutch their temples and for the layer of blackness of the face to peel apart like a mouth ripping open to scream in pain.

The current continued for almost minutes before they fell over and, suit no longer able to hold consciousness did his best to lock form and stay as a secondary layer of skin, the last thing he saw before passing out was a tall black man with an eye-patch, and a dark blue trench coat.

 **-0-**

Groaning Peter squirmed for a second before leaning up and rubbing his head, slowly he realized suit was still covering him.

"Eh? Hey suit, what's going on?"

'what's the last thing you remember?'

"Getting run over by lizard face junior…remind me to right that one down…"

'…Sure, listen, after you took an early naptime I took the controls for a minute and some guys; more accurately a girl and a guy, operating under an organization named S.H.I.E.L.D came down on us hard. They knocked me unconscious and when I woke up we were here, and you were still sleeping.'

Peter looked around and realized he was inside a gray box with no windows or doors.

'Oh, quick note, I can't retract so we're stuck in Spider-man mode for the foreseeable future.'

Peter brough up a hand and smacked their forehead, "Dandy, anyway I'm not one for cramped spaces so how about be make like a banana and split?"

'aside from the horrible joke/pun, sure.'

The two walked over to the wall opposite of them and cocked an arm back before letting loose their strongest punch, turns out they guessed right because the sliding door holding them just bent and flew out into the opposite wall of the hall way giving every operative currently commuting the biggest jump scare of their lives.

Walking out of the room and bathing in the bright fluorescent lights of the hall, Spider-man rolled their shoulders and cracked their knuckles as they took in the sights.

"Honey I'm home~" They sung, their voice partially distorted.

 **-0-**

 **A/N: And that's chapter six, with a cliff-hanger for you all to nibble on while I leave this story for a few weeks to go work on my pokemon and Dragon Ball stories. Yes you heard me right, I'll be putting this toward the back burner to focus on Dragon Ball for a while, seeing as it's been nearly three months...or over it…I don't know I haven't seen a calendar in a while.**

 **Oh! Also, no more original chapters, at least, not right now seeing as I forgot to dig it up and I don't want to put off posting this any longer, basically double original Chapters next time, promise ;)**

 **Thanks For Reading!**


	7. SHIELD Intervention II

The blue sporting soldiers of S.H.I.E.L.D all turned to stare at the door that was sent flying into the wall opposite of it, some poor mook clutching himself beneath the synthetic titanium. From within the cell the black clad capture bagged by the director himself.

Then a voice straight from their nightmare called out, "Honey we're home~" it message and context distorted by its layered voice. The agents closest drew their laser pistols and took aim, the highest ranking present operative, Jack Kirby Ray tertiary flight dispatch operator, gulped and drew his zapper knuckle dusters and steeled himself before roaring at the top of his lungs.

"OPEN FIRE!"

The black clad figure jumped back, his arms moving forward and shooting out a line of some kind that stuck to the door and pulled it back with him as he disappeared into the room.

The beams flew true, and with no target to hit in the middle they continued on hitting whichever unfortunate agent was standing in its path of devastation. Jack clutched his burning shoulder and fell backward, his face landing in a pulpy mess of strewn intestines that spilled out of someone's still bleeding gullet.

Before he could scream, or observe the damage from across them, the wall next to him burst open the black clad figure had ripped through the steel lined titanium panels with a mangled door to act as a crude wrecking ball.

Its mask squirmed in the split second as it popped out from behind the wall, the crushed and balled door in its hands went flying and took down an even dozens of men, his layered voice erupted in laughter, his inky black hands clutched his sides.

"T-That's totally a strike right!?"

The operatives on the other end of the hall started moving closer, opting for melee to avoid future friendly fire. This proved pointless as the group opposite of the laser knife wielding agents continued unleashing volleys of laser fire getting themselves and failing to even scratch the black clad target.

A web line came out and grabbed a short African American agent with a shaved head and a dragon tattoo on the back of his neck, pulling him in the mans face was grabbed in a tight locked palm before slammed into the ground, the lead up to the slamming revealed the figures chest enough for a nearby agent to deliver a blast to the mans chest where the big white spider insignia was.

The spider decorated man spun backward with disoriented steps, his clothing shifting and bubbling as the seared off portion closed shut and the white eyes on its face narrowed. The man who shot turned to run before a web-line connected to his ankles and he was dragged toward spider-man. Hands tightly wound around the bastard's ankles and he was hopelessly flung into another tight grouping and quickly set upon again with a painful looking drop kick to the center of his back.

Footsteps filled the hall and lightly armored agents turned the corners and lifted black silver rifles with neon green tubing along the frames.

"Spider-man, I am Agent Drake Bell, you are ORDERED to stand down and surrender unto S.H.I.E.L.D for your crimes!"

This gave the arachnid themed hero pause.

"Crimes?" their layered voice asked as their battle-ready pose shifted into a more casual one, "What crimes?"

'Their distracting us, likely buying time to set something up. We need to leave.' Suit said.

"You've been charged with billions worth of property damage, assault on police officers, and brutality against civilians!"

The white eyes, that had a more edgy and feral appearance widened, "against civilians?! Are you guys blind? Those gator mutants were sewer spawns, and Connors wasn't innocent or a civilian!"

"It's good that you're not denying your other crimes but be that as it may you are still a vigilante, your operating independently and S.H.I.E.L.D won't let you do as you please."

It was infuriating, being interrupted after a long day of fighting mutated alligators, and trying to get along with his friends, only to be tracked down by said mutant and assaulted not just by the reptile but also by police officers and an internation task force, what a fucking day.

'Give in…I don't like our odds, and I've gotten used to you as a host."

They sighed and after several deep, very audible, breaths they raised their hands and were led away.

 **-0-**

The room was very similar to last time, except with time there was a table and a set of chairs for people to sit down. They had been sitting there for almost a full hour now, and impatience was turning into anger.

'I've been thinking…' Peter said.

'About?'

'Lots of things, the most prominent of which is the effect of your hormone amplification. How much of what we do is…our actual decision and not just rash action?'

'I have no idea. While our consciousness is almost entirely split there is a partial link and as of now I've been in capable of discerning what affects our bond has on both you and I. In fact your are by far my longest living host, though I worry what would happen if we ever separated.'

"Excuse me?" Peter said aloud.

'Right…Connors created me to test his first idea of limb regeneration, but before that I was actually simply brought in from Mars believe it not. Just a single celled organism no different than pre-historic protein. After a few hundred hours of sitting in a vile filled with other things mutations occurred and I became what I am today. While I can live on my own it's a very cold, silent life, like being born without any of the five senses.'

Peter stared at his hand and contemplated, "Why me, how come I've survived?"

'No clue. Though my best guest would be your mutated D.N.A making you a more resilient host, still worried about what could happen if we were separated for a prolonged instance. Anyway, ive been with several others but they all perished after about three hours. The only reason I actually connected with you, aside from your destroying my encasement, was because of the fire and my lacking desire to burn to death.'

"Gee, thanks. Good to know I was just your ticket out of the fire and back into the pan."

'Don't get like that. I've told you multiple times now how much I've grown to enjoy your company. If anything, I actually would put up a fight to give you up.'

"And now I'm scared for my life…but oddly enough flattered."

Their little therapy session was cut short, or ran long technically, as a trench coat sporting bald black man walked in, an eyepatch over his left eye and a frowning face so tight it looked like he'd spent his hour making out with a spicy lemon.

He stomped forward and his hands slapped the table, his one brown eye staring intently forward.

"Our teams looked over your friend there, do you want the good news or the bad news?"

'…is…is this really happening?" Suit asked, a soft chuckle under his voice.

'I don't really know…what does he mean a team looked you over?'

'I guess while we were both unconscious they got a sample of me and ran some quick experiments.'

"Give it to me straight doc…will I still be pretty?" Spider-man said with a shrug.

A sigh loosened his facial features and he brought up a hand to pinch his nose, "You're an idiot. That 'suit' your wearing is an alien symbiote that Connors illegally mutated. You're lucky to not be dead right now, even luckier to not be in custody."

The pair looked around the room they were in. Fury sighed again.

"The good news is, your only in a shallow grave. The higher ups want you either on a short leash or out of the picture. Which is it gonna be…Peter?"

Spider-man stood up and the suit writhed before retreating backward and into the flesh minus the black shirt Peter was sporting, "Become an international task force mutt or get hauled in and put to sleep…gee so many option, can I have a minute to mull it over?"

"Your mouthy little bastard you know that?"

"Thanks, it's part of why the ladies dig me."

His black shirt sleeve spread and covered his right arm wholly. It moved on its own as a pair of white feral eyes appeared on the back of the palm, with a mouth with sharp teeth.

"Give us a contract with some benefits and we'll think it over."

Fury nearly sprung back, but at most he just flinched as his hand few to the pocket pistol he had.

"No one here is talking to you sludge!" he spat.

"Hey! Don't talk to venom that way!"

'Venom?'

'Yeah, since you have the potential to kill host and it sounds better than 'Suit' I thought you'd like the name change.'

'…I love it…'

"Kid you have a serious problem if your siding with the sludge…Venom…anyway, are you in or not?"

The black on his arm bubbled and they stood in the immensely comfortable, skin tight, black uniform with the white spider insignia and sharp white eyes.

"Sure, but I need a few days to decompress after all that's happened…also you might wanna bump up that training program for recruits. Those cadets went down like suicidal flies."

Fury grumbled something unintelligible as the door slid open the three left.

 **-0-**

 **A/N:** Chapter Seven came out pretty nice, but very short, also, it looks like I'm moving pokemon to the back burner as I decide further what I want to do with that story.

 **REVIEW REPLIES**

 **Nataku2709 :** (I was giddy at seeing a review come up for this) Thanks so much for the kind words, and who knows the great thing about the symbiote is anything could really happen, there's like no constraints here!

 **THANKS FOR READING**

 **-0-**

 **ORIGINAL CHAPTER 6 & 7 (MAKING UP FOR LAST TIME)**

Jean stared in shock as she let the words sink in, the story she had just heard, the pain that her friend rather _friends_ if Peter was to be believed had been put through made her shiver.

She was ripped from her pitying thoughts by Peter slurping back a big glass of raspberry juice.

"So…when you got flung through a wall and landed atop a table it was a freak accident that you met…suit…and since then you've just been getting used to sharing a body?"

Peter nodded and just to emphasize his point he allowed the ooze to explode out and the two became Spider-man for a second and quickly reverted back.

"But…its different also. I'm me, but different from the original Peter. Suit is suit, but he's also me or some kind of extension of me, and Spider-man is what we become when we let our minds become one to pilot. It's like there's three of us, and we're all similar…but also very different."

Jean nodded along at this. "Okay, and when were you going to tell us?"

Peter spoke before his mind could process the instinct, "We weren't, well, I thought about telling Gwen but that was only after we kissed and I thought she should know…or maybe because then she wouldn't have choice…" Peter groaned as he realized he was being very possessive.

"W-wait, you and Gwen kissed!" Jean almost yelled while Peter shushed her, it was two in the morning and his neighbors were sleeping.

"Yeah, we did, speaking of kissing, how did you get in here?" Peter asked and received a raised brow for his efforts.

"That's the worst attempt I have ever seen at changing a topic ever," Peter stuck out his tongue at her, "Mr. Stacy left the spare key on the counter and Gwen didn't say anything when I said I was gonna come crash on your couch."

Peter stared in disbelief but didn't have much time to linger on it as he noticed something. Jean was pretty cute when she was blushing. The way her hands clenched her track pants, the way her legs tightened together, and the cute pink line across her cheeks. Huh, maybe he was moving too fast with Gwen.

"W-what was it like? The kiss I mean?" She said doing everything she could to not look at Peter.

Seeing this he snickered. He grabbed the hem of his shirt and tugged it off, Jean stared in disbelief at the boy who she had no since middle school that was casually striping before her.

"W-w-what are you doing?!" She managed to stammer out but couldn't pry her eyes away from his well-defined abs.

"This was how it started, she peeked on me as I was getting ready to shower. Why? Do you want me to show you more?" Peter smirked.

'What the fuck are we doing?!'

'Huh, I thought Jean would make a better mate but I didn't expect you to go along with it so willingly.'

"P-Pe-Peter…" Jean stammered and brought Peter back to reality. He had her in his arms, her head tilted up to stare at him, her green/blue eyes shinned in the light as her warm breath tickled his lips.

"Jean, do…do you want to be more than friends?" Peter asked, without thinking.

'Gwen is gonna fucking kill us.' Both thought at once.

Jeans eyes got a sheen over them as her hands came up and cupped Peters face. Her head moved forward and she successfully engaged a kiss.

Their lips pressed together tightly and her hands swam through his hair. He picked her up off the kitchen stool and held her there as her legs wrapped around his waist, one of his hands trailed down her back and landed on her ass to better support her, the fact that he cupped a feel has nothing to do with it. Absolutely none whatsoever.

She moaned into him as his other arm wrapped around her back and landed on her shoulder, his finger digging in. She was begging for it.

He leaned against the counter, a beautiful red-head in his arms and their lips pressed together. It took a while but they finally pulled apart. There was no bridge of saliva, there was no tongue, but there was so much passion.

Tears swam Jeans eyes before they spilled down her cheek. "Peter…I love you." She said.

Peter smiled as he licked a tear off her cheek getting a squeak for his efforts. "I know Jean."

'What was that?'

'Huh?'

'When a female says, 'I love you,' you reply in turn, what the hell was that 'I know' crap?'

'I think we saw it in a movie once, Jean likes this movie too, she's a huge Han Solo fan…I think, amnesiac remember.'

Jean's eyes widened as she giggled at the statement, they returned to kissing. Long, passion filled, kisses.

Peter then got the idea.

"Hey Jean, tomorrow at school, we should hold hands."

Jean began to laugh into the crook of his neck where she had buried her head.

"Peter it's almost three in the morning, my parents think I'm staying at Gwen's house but instead I'm at a boy's apartment with my legs tied around his waist, his hand on my ass, and we just spent the last twelve minutes making out. What exactly would you get out of hand-holding."

"Just the pleasure of having you hold my hand…and seeing everyone go bug-eyed at the fact that I have the hottest girl in school on my arm."

"So…I'm a trophy?" She kiddingly scoffed and Peter faked hurt, but instead of faking a cry he kissed her deeper.

"Your such an ass for pulling that card…oh fuck, how do we explain, this to the gang?" Peter asked and Jean shrugged.

"A problem for future me, present me just wants to start kissing her new boyfriend."

They kissed, and Peter finally got tired of their current venue and managed his way to the couch where he laid down, while still kissing mind you, on the couch letting Jean take top. Just this once.

They kissed for another minute before Jean reluctantly pulled away, "So, if I'm your boyfriend, can I tell people you my girlfriend?" Peter smiled.

She pushed into another kiss, her red hair fell and tickled his cheeks, finally at the end of his rope he pushed his tongue through surprising her as he snaked around her mouth for a bit. She pulled back the trail of saliva glistening in the dim light.

"Wow."

"I'll take that as a yes."

She puckered his lips and smiled, "You keep doing that and you can call me whatever you want."

She kissed him, and engaged in a war of tongue. She didn't stand a chance.

She sat back on his stomach huffing and begging for breath, her innards so warm her breath came out condensed.

She looked down at her smiling boyfriend and smirked as she tauntingly scooted back before scooting back onto a certain hardened appendage. She squeaked, and Peter couldn't help but laugh.

"W-wow, i-is that…"

"Yeah it is, see when a boy my age is aroused this tense to happen." Peter joked as her jerked his hips shoving her forward so that he could pull her into hug.

"Peter!" She almost cried as she felt it graze the hem of her jeans and drag on her back.

"Ouch…man that was a bad idea…" Peter moaned as he let his hands find a comfy spot on her hips.

"Your such an idiot," She smiled and kissed his forehead.

"Any chance of me convincing you of kissing it to make it better?"

She pinched his bare chest and smirked as he winced. She knew it didn't hurt but it was nice of him to play along.

"Not on, your life."

However, she then bent down and licked his exposed nipple. She smiled as the goose-bumps lined his arms and his hands tightened around her hips, a few stray fingers inching closer to her ass.

"God, you're so easy."

Peter growled as he began to squirm but then in one solid move her flipped them, she squealed.

"Hey Jean, do you own a scarf?" he asked her nonchalantly and she was scared to answer.

"…Yes, why?" She received an answer in the form of her hands being pinned above her head. Her boyfriend smiling down at her.

"Because I know you hate make-up and I'd feel bad for making you try it on to hide these." He lowered his head and began sucking on her neck and biting whenever he felt he wanted.

She moaned, and struggled against him, her thighs rubbed together, she could feel it building up. She wouldn't be able to hold out.

Her blush worsened as she moaned out his name, slowly he raised his head. "Yeah?"

"I-I-I need to, to use the bathroom…" She refused to look up at his smiling, blushing, adorable face.

'Is it wrong that I want to watch?'

'Yes.'

'Whatever.'

"Sigh, damn just when I was really having fun." He released her and she quickly ran for the bathroom and slammed the door shut, Peter picked up the faint click of the lock, guess she didn't want him to see her.

Jean dropped her track pants, and let her pink panties fall to the floor as she stood in his shower her fingers trailed her entrance as she felt the warm juice spill out and run down her legs. She struggled to remain standing as she bit her lower lip. She really needed to work on her stamina.

After another minute she grabbed a spare towel and soaked it in the sink before cleaning herself off. She quickly put her panties back on and raised her track pants back up. Smiling she looked at herself in the mirror, she was so happy. Until she saw her neck. Three, he had just started, but had already left three marks on her neck and had started on the third.

She threw open the door and stared at the patiently waiting boy who had dawned a shirt once more.

"What the fuck Peter, it's just barely becoming august, it's still super-hot out, how the fuck am I supposed to hide this?"

Peter snickered, "Like I said wear a scarf, the heat won't kill you."

"No, it won't, but if one person finds out then I'm going to kill you!"

"Ooh, I like it. A feisty attitude usually means some amazing things for relationships in the bedroom." Peter laughed and Jean just rushed the annoying boy who she had made her boyfriend. He caught her hands and smirked lowering himself into another kiss.

 **-0-**

The sun peered into the apartment and shone right into the eyes of one peaceful red-head. Grumbling Jean raised her head as she looked at the still sleeping face of her new boyfriend. They had only gotten to sleep at most an hour ago, and while Peter could get away with sleeping through his classes she very well couldn't.

"Hey, you up?" Peter asked, and only now did she realize his arms were wrapped around her. His eyes were closed and he still looked peaceful but aside from that his voice was loud and clear.

She yawned and planted a kiss on his chest, "Yeah, I am. Why?"

"Because I was really craving some raspberry juice but if I move any more than this I'll probably pass out."

"You're such a liar, fine let me go and I'll grab you your juice."

His arms tightened around her. She looked up in surprise.

"See now I'm conflicted, I really want that juice…but I also don't want to let you go…. decisions, decisions."

She smirked and pushed against him until she sat upright, straddling his hips. In the back of her mind she recalled all the times she had imagined doing this before but doing this still seemed unbelievable. She half expected to wake up and she trailed her fingers across his chest, and tickled the under-side of his jaw.

"Jean… If you don't stop I can't promise I'll stop what I'm about to do to you." He threatened with a smile poking one hazel eye open.

She almost laughed, "Hey, don't threaten me with a good time."

Peter smiled wider as he sat up, keeping her upright but still straddling him, her stared into her cool green eyes and quickly pecked her lips.

"Alright, I'm gonna go shower," He stood and began his walk over to the bathroom before stopping at the door and smiling, "you go tell Gwen we're dating." He quickly shut the door as her eyes dropped open and she glared at the door.

"That bastard." She smiled to herself.

 **-0-**

Gwen looked up to see Jean nervously standing in the door frame of her room. Sighing, she quickly snapped the straps of her bra and moved to put on the sweater she had picked out the night before.

"Hey…got a sec?" Jean asked, and got Gwen to curiously stare.

"For you? I have two!" She snickered but Jean remained deadly serious.

"I…I have to tell you something you might not like."

Gwen was genuinely curious. "Really? What is it?"

"I saw you and Brock kiss," She began and Gwen immediately shrank at the thought, "and…seeing that gave me the courage to make a move on Peter."

Gwen froze, was she serious? What did Peter tell her…?

"He…he accepted my offer and I guess we're sort of a couple now. He said I should tell you."

Gwen felt several things, but number one was anger. Number two betrayal. Number three was some cluster fuck of seven other things she couldn't even begin to decipher, but fortunately number four was understanding, Eddy had me and Peter didn't seem to care at all…maybe he really is just a horn dog.

"Congratulation!" Gwen smiled with a minor squeak and hugged her friend…before noticing the hickeys on her neck. "Sigh, don't tell me you let him do this to you…" She pointed at the numerous marks on her through and collar line, Jean felt embarrassed but thanked herself for letting Peter make the rest on her tummy and shoulders.

"That's another thing, could I borrow a scarf?"

 **-0-**

The mugger flew back before colliding with the wall and glared at the black clad freak who bound him with webs.

"Man, that was priceless, sure hope taking that watch and almost empty wallet off that tourist couple was worth the jail-time to come." Spider-man laughed before swinging away.

The super-human swung from building to building his mind happily occupied by the freedom brought on by web swinging.

He rounded a corner shot another line connecting two building and quickly went to work and got a makeshift hammock made to relax in, his enhanced hearing allowed him to hear the distant murmurings of the normies below him.

He sighed as he looked up at the cloudless sky he was too glad he decided to skip school today.

 **-0-**

The sky blew up and screams filled the air. A boy ran for his life, his small legs doing nothing to build the distance between him and brawling monsters behind him. He heard the sound of metal colliding with metal and the whistling of something flying through the air. He clenched his eyes and put all his strength into his legs hopefully aiding in his endeavor to outrun whatever it was that was about to hit him.

He tripped on his foot and the world seemed to slow as mid fall he spun slightly catching sight of the mangled car that was feet away from him. Suddenly a black blur caught him and they were flying through the air.

A soft impact later and the boy looked up in awe and fear of the black clad man with a back to front white spider insignia.

"U-umm, hi…" he spoke up getting the attention of the black clad man.

"Sup little dude, stay here police are on the way." The man said before leaping off of the roof and shooting a web-line off to move toward the brawling monsters.

"W-wait!" The kid screamed as he ran to the edge of the roof and looked at the man who was getting further, and further away, "who are you!"

He received no answer as the man in black with white spiders on his chest and back swung off into the night.

Spider-man smirked as he caught sight of a quickly falling helicopter, the blades seemed jammed and smoke was flying out of the tail of the whirly-bird. His smile widened as he made a quick web hammock and caught the medium sized chopper.

He landed inside and looked around and smiled as he couldn't keep his mouth shut, "An ancient army General, a girl dressed like a news reporter, and a pilot all occupy a seat in a falling helicopter…" No one said anything at his brief pause, "What seriously? Tough crowd. Fine, you fill me in." Spider-man quickly demanded of the man dressed as a General.

"W-what in the blazes are you?"

"I said fill me in not 'let's play twenty-questions' ugh, fine. I'm Spider-man, my favorite colors are black and blue, I like red-heads over brunettes, I prefer long walks on the pier and I once ripped a lizard-man's tail off because he was trying to feast on helpless civilians. Now. Fill. Me. In."

The reporter girl grunted as she looked down and gasped with horror. "That abomination is going to kill Hulk!"

'Wait…why does that sound familiar?' Spider-man's eyes widened as he heard his thoughts echo but he quickly shook it off.

"Hey…Abomination, that's not bad miss, what's your name?"

"Betty."

"That's not bad Betty! Abomination! Very catchy, you should trademark that before it gets scooped up by someone else. Now, if you'll excuse me I have a big pale-grey monster to pound into oblivion!" Spider-man jumped out of the chopper before lookin back and calling out, "And that's not an Elder Scrolls four refence!"

He quickly swung down into intersection where muscles had torn a care in two was using it like a pair of knuckle dusters.

Abomination laughed as it entered a boxing stance.

Spider-man paused, he really didn't want to step in, he would rather watch from the side-lines and make bets but instead he's stuck moving in to help save the day.

Landing firmly on the ground her web-lined a car and sent it hurdling at Abomination who was hit dead center and thrown off balance allowing Hulk to score a sweet jab in, though his knuckle duster was ruined it seemed to do the job for that hit.

Spider-man laughed as he webbed the grey man and spun him around before releasing him into the building opposite of him.

"Yo Hulk!" Spider-man called out vaulting over a car and landing beside the angry-green-giant, "How's about a little team-up?" the green man looked confused before nodding with a smirk.

Spider-man jumped up onto his shoulder just as Abomination came crashing out of the building.

"Launch me!" He screamed with ecstasy as Hulk gripped him lightly and tossed him heavy-handedly. Spider-man flew like a bullet, both fist clenched and extended outward before he quick collided with Abominations jaw, there was a faint crack.

Black clad hands pressed down onto the bony shoulders before a pair of similarly clad feet smashed into the grey-man's nose with a crunch and a quick summer sault later had Spider-man out of range of Abominations grasp. But he wasn't done.

A pair of web-lines shot down and hooked around greys shoulders, its elasticity cut short by his suits consciousness, he sprung back toward Abomination like a missile and slammed both knees into the grey man's face.

Abomination stumbled back and roared, he was blind, and deaf in the nose department. Hulk came crashing by and rammed Abomination sending the pair down the street by a block or two. Spider-man looked on with joy as he turned and ripped a stop sign out of the ground and began after the pair.

Hulk mashed repeated punches into the grey-fucker's skull. His fist collided repeatedly sending gushes of blue blood out of Abominations ruined nose, and busted lips.

Spider-man swung in overhead and buried one end of a stop sign through Abominations shoulder, just above the heart, and right near the lung.

Abomination yowled as Spider-man turned to Hulk. Both shrugged and Hulk finished the fight with the meanest fucking headbutt Spider-man had ever seen!

"1, 2, 3, and he's out for the count!" Spider-man laughed sending a line to a building, but not before inclining his head and smirking at Hulk, turns out emotions are difficult to emote from behind a mask. Even if that mask was essentially a second layer of skin.

He began to swing away when he noticed some familiar faces. Captain Stacy, and the bad joke routine crew. He landed mere feet from them and waved.

"Hey, guess we got the whole band back together, let's start touring tomorrow thought. I'm going to need time to make commemorative t-shirts."

Everyone stared with blank expressions.

"Geez seriously? Tough crowd. Anyway, Abomination has been dealt with—" He turned as he heard a loud boom, a giant green dot had taken off into the sky and was quickly leaving the New York area. "And Hulk just left…damn, so much for my idea of getting a commemorative selfie."

"W-wait, so…who are you really?" Betty spoke up.

Spider-man raised a brow and laughed. "I wouldn't wear a mask if I wanted people to know that, now would I?"

Betty blushed as she groaned. "No, I mean, are you some kind of hero or…what?"

Spider-man cupped his chin as he thought about it, "Yeah, spose I am. Though thwarting two bad-guys does not a hero make." Spider-man nodded.

Everyone shared a look. "So…what does that mean?"

"It means, my dear naïve Betty, that a hero isn't someone who goes around punching and stabbing super-villains with stop signs—"

"Wait what?"

"But rather it is the one who helps those who are helpless."

Quickly Spider-man swung away and began to free those caught in crumbling homes, under cars, people with broken bones and immense bleeding, and at some point, around two-ish, there was enough paramedics and fire-fighters on the scene as to allow him to swing off into the night.

 **-0-**

Spider-man swung into an ally and dropped onto the ground and let his suit retract leaving behind a mentally, and physically exhausted Peter Parker, and suit.

Shambling, Pete found himself in the elevator and slouched against the keys allowing the damn thing to move. Peter groaned as he was jostled by the elevator and smirked as the door split and he looked down the hall and caught sight of his door. He shambled out of the cramped space and wobbled over to the door, his arms were sore, he wasn't used to swinging just yet. Suit did him a solid and used a goopy tentacle to extract the house key from his pocket and shoved it into the key hole before turning the nob.

Peter pushed against the door and found himself staring at an increasingly worried red-head. He smiled as he stepped through and closed the door with his foot.

"Honey I'm home!" He smirked as his legs gave out and he fell face first into the ground. Jean rushed over and caught him…only to realize she couldn't support his weight and they both went down. He was dead asleep, his face nuzzling her breast, his hands on either side of her, and his leg between hers. The fact she was wearing PJ's didn't make it any better.

"Peter…Peter, please wake up…" Jean began nudging the exhausted boy who murmured and whispered something, his hot breath tickling he breast. Groaning she reach up and caught a pillow by its frills and managed to get comfortable under the weight of her boyfriend. It would be a long night.

 **-0-**

Their eyes peeled open and slowly they came too. That bastard personified, Spider-man, had used them for all they were worth and then simply left them to recover on their own, healing the sprained wrist, and fractured humorous had completely eaten away their stamina and left them with a feeling not unlike being hung-over.

'Our head is pounding…wait, no it's not. What is that?' Suit asked getting Peter to moan and nuzzle his head some more, it had been too long since he had gotten the chance to enjoy a proper bed, so warm, and comfy…though a little lumpy…oh, shit.

They leaned up and realized they had only barely gotten into the apartment and collapsed onto their girlfriend Jean. She was happily muttering in her sleep something about waffles or whatever, and just a glimmer of drool running down the corner of her lips…her naturally pink, and full lips that are softer than clouds, and are sweeter than raspberries.

'I think we have a problem.'

'Yeah? And what would that be?'

'I think we're obsessed with raspberries.'

'Maybe, hey hold that thought.'

Peter quickly removed himself from atop his girlfriend and admired her choice in attire. A pink muscle shirt with thin straps, and a pair of yoga pants. Smiling her rolled her shirt up, about half way up her stomach you perv's, and kissed her tummy…before blowing a raspberry making her stir and giggle before waking up with a minor start.

She looked down and smiled at Peter, she quickly threw her arms around him and sighed with relief into his shoulder.

"You scared the shit out of me last night you, stupid web-head."

"Web-head?" Peter chuckled.

Jean scooted back and raised a brow at the teen, "Your insignia is a spider, and you have an alternate personality called Spider-man and your primary way to travel is via web-lines. I think it fits."

"Your also super defensive." Peter kissed her forehead before standing and looking at the shower.

"You wanna go first, I'm dying for some juice."

"Nah, go ahead, I'm gonna raid your fridge and eat you last frozen waffles." Jean smiled tauntingly as she slowly walked toward the fridge.

Their eyes lingered for a second on her rear, the followed her legs and traced the outline of her hips. For fourteen-years-old…Jean is pretty well developed…

Smiling Peter rushed into the bathroom, he had left all the lotion under the cupboard and needed to relieve some…pent up stress.

 **-0-**

The blade was slid into the sheath before being handed to the confused boy standing opposite of the blacksmith.

"Well? Take the fucking thing."

"Right…where am I again?"

"Maker spare us, you're in Hifflehiem dumbass and your being sent to another realm, thank your birth stars that you were granted a weapon as your one possession

 **-0-**

 **This is the last original chapter by the by.**


	8. The X-Men I

The dial tone rang in her ear as her foot falls echoed in the stairs corridor. When she finally reached the parking garage the tone faded and in its place, was a mildly tired and irritated voice.

" _Gwen? What's wrong?_ "

"Dad, there's something going on at the apartment complex!" She screamed into the receiver catching a hint of his irritation at her volume, but whatever words she was about to say died in her mouth as she saw the utter destruction caused to the area near the elevator. Police officers were there, and CSI was snapping pictures, an ambulance was here too, the background extra paramedics were carrying a gurney, on it was a decently built blond boy with bruise on his cheek and a limp form.

Her thumb slid across the glass touch screen before hitting the red key, her knees quivered as she bolted forward, a police officer almost stopped her but she side stepped him and got up to Eddie, at closer inspection he was still breathing, he was unconscious.

She let out a breath she hadn't realized she was holding, and turned so that the officer that tried to stop her could lead her outside were she sat on the sidewalk. She looked at her phone and saw a text from her father.

"I'm getting messages of an incident at out apartment complex, are you alright Gwen?"

As she was about to answer she heard soft foot steps behind her, mildly spooked she quickly turned to see a teary-eyed Jean and a bug-eyed Harry.

In a near perfect unison they asked at the same time, "Where's Peter?!"

And like a damn bursting open she recalled what, o rather who, was missing from the destroyed scene down below, the name echoed in her head as she brought up a hand to fix her glasses. How could she forget?

"H-he went down with Eddie…but…he wasn't…"

"He wasn't what Gwen!?" Harry asked pushing past the now crying Jean to shake the blond.

"He wasn't amongst the injured, I saw Eddie…I caught sight of some others that were injured too…but I didn't see him…"

Her phone buzzed again and she lazily brought up a hand before freezing at the sender.

"Hey Gwen, it's Pete, I'm at the hospital I just woke up. Is Brock alright?"

She dropped her arm and breath with a bit less worry before smiling at the crimson haired duo and excitedly flashed her screen in their faces.

Atop a nearby building was the black clad Spider-man, his white eyes back in a sharp and even ovular outline with narrowed points, and the spider on his chest and back looking about the same as before with the added touches that the gaps between the legs now had a bit more room between them.

Smiling underneath mask Peter lowered his phone to his hip and let Venom take it and put it away for him.

'That was kind of you.'

"Not really." He said turning and shooting a web-line to go on a quick patrol while the attention died down.

'I guess making sure that those three aren't trying to actively start an amber alert for you if a decently high priority.'

"Amongst others."

'So, with Connors taken care of, and all the lizard men dealt with, what should we do now?'

"I say a quick patrol, take down some muggers, gang bangers, that sort of thing."

 **-0-**

She tied back her read hair with a burrowed hair tie, she had stayed long enough, and a second message from Peter had said what they all feared. He would be staying the night at the hospital and be home sometime tomorrow morning, the only good thing was that it was Saturday tomorrow.

She packed the last of the excel sheets into a vanilla folder and slid it into the filing cabinet.

"Alright Professor, I'm heading home for the night!" She called out as she turned the corner to see the bald man sitting behind his desk still grading sheets.

"Ah, it is quite late Ms. Grey, would you like me to call Scott to give you a ride home?"

Jean nearly blanched at the thought, 'Mr. clingy you mean? Who even wears doubly tinted sun glasses at night anyway?!'

"No thank you professor, I think it's a nice enough night for a walk…"

The bald professor looked out his window and observed the glowing storm clouds.

"As bright as you are Ms. Grey I do not consider meteorology in your future," He said wheeling himself out from behind the desk and toward a small holder in the corner of the room where he removed an umbrella for the young girl who was furiously blushing at the fact she'd been caught in the lie.

"I'll pass your regards along to Mr. Summers."

Her blush intensified as she ducked her head and pushed passed the door and into the chilly night air.

The professor turned to the lazing teen leaning against the frame of an opened door.

"How much longer do you think it'll take?"

"At this point? It's still too early to tell accurately. It could be as little as a handful of days, or as tenuous as a few dozen years."

"We shouldn't wait that long, what if she awakens and something happens?!"

The professor turned around and smiled at the worked-up teen, "Show some faith Scott, I won't let anything happen."

 **-0-**

Her finger hovered over the call button. She had just finished talking with her parents about how she was on her way home, but now that she was already holding the phone she couldn't help but want to call Peter. They used to talk all the time, she missed all the late-night Trivia quizzes they'd have on Star Wars or Lord of the Rings.

Sucking in as much air as she could reasonably force her lungs to hold she clicked on her hpnes contact app, and scrolled down to Peters name. And stared intently at it. And stared. And stared. And stared some more, before it seemed to click itself, much to her dismay, Peter picked up almost instantly.

Little did she know she was calling the very person that was tailing her, his thoughts scrutinizing her for being dumb enough to walk around so late at night, and taking all these shortcuts through back alleys, it was like she was begging for trouble.

" _Hey Jean, what's up?_ " Peter said into the receiver lazily watching as she turned another corner to cut through another god damn alley!

"Hey Peter…I just wanted to see how you were doing…?"

'That's cute.' Venom chuckled.

"What?" Her words filled his ear to his surprise.

" _I…didn't say anything…_ " He replied.

"…That's so weird I could've sworn I heard something…" Jean pointed out, looking more pointedly around the alley she was in.

From his top down view, he spotted the mugger squatting behind a trash bin, the little light from the moon glinting on the cheap dollar store kitchen knife in his hand.

" _Jean, I have to go, I'll call back later._ "

She stared pensively into the screen with a frown, she was about to start quizzing him too. Sighing she stuck the phone in her jacket pocket and continued her nonchalant walk, before the overweight man in a hoodie and jeans with a ripped-up beanie on his head came out from behind a trash can with a knife.

"No sudden, moves girly."

Before Jean even thought of running, or screaming, or peeing, a black blur swooped down behind the man and grabbed his head and left arm before over the shoulder tossing him clear from the alley and into a car parked on the curb.

The window imploded, and the dent on the shoddy green car was so noticeable it'd take a blind man not to say anything.

"You should really work on your pickup lines, if you practice real hard then maybe someday you'll get as much distance as I just did." The black cloaked figure chuckled to himself.

Jean was utterly perplexed as the sight, she remembered seeing some news of Spider-man on the news and a few pictures on My-Face. But this was nothing like the brute depicted on channel four, or the silent, mysterious swinger from media. This was a chattier urban hero.

'That was a good one.'

She froze at hearing that voice, it was too familiar, too similar.

"Thanks, I've been brainstorming all day."

Gwen pulled out her phone and hit the 'dial recent' key. A sparkly dark theme from A Day to Remember erupted from his pocket, the same one as Peters.

Spider-man turned to look at her.

"…Oh, my god…"

 **-0-**

The professor slid into the passenger seat while Scott put away his chair, it'd be nice to get home after such a long night…if it wasn't for the fact that his head just throbbed.

Chuckling he looked to Scott who was just getting into the car, "I have some good news Mr. Summers."

"Yeah? and what would that be?" Scott asked unenthused.

"Ms. Grey just awoke."

The gear stick shifted four spaces and the tires screeched as they pulled out of the parking lot, leaving a nice skid mark along the way, and raced down the barren street.

 **-0-**

"When were you going to tell me!" She screamed, she was furious at him, almost as furious as being kidnapped and dragged up to the top of a sky scrapper.

'Notice she said 'me'.'

She stopped and pinged her nose, "And how are you doing that? How am I hearing your thoughts?!"

The mask wriggled before pulling back revealing his disheveled hair and bag ridden eyes. He smiled at her before shrugging.

"Don't look at me Jeanie, I have spider powers and a best friend with cool tricks. I don't know anything about mind reading…"

Jean covered her face, Jeanie was a long-forgotten nickname that if she was grateful for anything regarding Peters amnesia it would be the loss of that name.

"So what, you think I'm reading your mind?"

"Ours."

"Say what?"

"Right, you haven't been introduced. Jean this suit I'm wearing is a living symbiote which I've amply named Venom."

'I wonder what the limits to this mind reading of hers are…'

"I heard him!" Jean squeaked getting Peter to cup his chin in thought.

"This is weird, I never thought you guys would find out…and you so cheated by the way."

"Che-CHEATED! Peter, you saved us a bunch of times and you weren't going to tell us you were a super hero!"

'Because we aren't.'

Peter turned away as Jean raised a brow at Venoms claim.

"What do you mean?"

'Anti-hero would be more apt, but we're really just out doing our own thing. We could care less about the grand scheme here. What really matters is just being able to relax.'

Jean slouched. It was so cool realizing that her best friend was a super hero…even if he was in denial.

"But you saved me today. You went out of your way to defend me!"

'We did what was easy, we'd been tailing you since fifth street—'

"Also, next time you wanna take a short cut, it better not be through a back alley!"

"Man, you two sure are bossy…so, I'm the only one that knows? No one else?"

Peter turned back, Venom reapplied the mask, the eyes had a few more jagged ends to their shape than before but nothing too noticeable.

"A few guys from S.H.I.E.L.D but that's about it."

She pushed off air unit she was sitting on and pointed a finger at Spider-man.

"I hereby accept your secret and swear not to tell. In exchange you have to help me learn how to use my own powers!"

'Is this blackmail?'

"Are you blackmailing us!?"

She said nothing aside from sticking out her tongue and smiling.

'Behind us!' Venom said, and Peter turned on his heel to stare at a black woman, and a bald man in a hover chair at the edge of the sky scrapers flat roof.

"I believe I'll be more capable to teach you in that regard Ms. Grey." Said the bald man as his hover chair descended to the level they were standing on.

"P-P-Professor Xavier?!"

 **-0-**

 **A/N:** Yup, that's chapter eight, the X-Men are here! Your welcome. Also, if you're a big fan of the comics and how Peter was an artificial mutant, well…tough, because I'm changing stuff…! As fanfictions tend to do.

Also, I wrote this chapter in an hour, so…mistakes...? Yeah probably…

 **REVIEW REPLIES**

 **Nataku2709:** Thanks! Glad you're still enjoying the story!


	9. The X-Men II

"I believe I'll be more capable to teach you in that regard Ms. Grey." Said the bald man as his hover chair descended to the level they were standing on.

"P-P-Professor Xavier?!"

They moved on instinct, for a second time now a group of individuals had closed in on them, so with one seamless flip they landed behind Jean, wrapping an arm around her waist, and shooting a web line off into the distance.

The sudden pull left Jean reeling with a swirling upturn in her gut, not to mention her disgustingly petrifying fear of heights at the moment making it thrice as hard to speak.

'Good move, I wasn't fancying being approached by another unknown organization…' Venom said.

Peter huffed in agreement as they maneuvered through two building and moved closer to the sidewalk. Where they dropped kicked a man who was trying to break into a car…or it looked that way until they realized the man they just knocked out had the keys to said car and looked well put together in a suit with a wacky tie.

"Ah, geez…" Peter released Gwen, having Venom send out a pulse with their spider-sense, while he rested against the car to catch a breath. As it turns out, swinging with added weight and only one arm, not. Easy!

"Peee—" Jean began before a black tendril covered her mouth, white eyes looked her over, their sharp line fluttering and taking on a more jagged pattern.

" _Spider-man_." They said as the tendril retracted, a few people in the vicinity had scooted away, whatever remained were snapping pictures.

Sighing they took her hands and webbed them together, their spider-sense getting the odd ping coming their way, quickly lifting her arms and bringing them back down like a necklace they prepared to leave again.

Jean squeaked as the solid earth left her feet, and was now moving at medium car speed through the air and clinging to the back of her best friend turned super hero.

'Ms. Grey, please tell your friend to stop. We have many things to discuss.'

Jean tightened her hold on the Spider-man and screamed at the familiar voice in her mind, though she settled quickly enough when she felt solid concrete under her feet again, another skyscraper, who knows how far from the other one, was now their resting spot.

Spider-man groaned in irritation, the jagged lines around his eyes more pronounced, and the slouch of his shoulders unsettling.

"Alright, running away isn't working. Jean why don't you hide somewhere while I distract them." Spider-man offered, almost too excited at the idea.

Jean moved to step forward before a red beam came down and smashed through the concrete separating them like wet toilet tissue, the rising debris and dust too much she fell back onto her rear while Spider-man jumped to the side and looked to the sky.

Atop the building opposite of them, in a spandex suit with a bright yellow cross on his chest and a shiny red visor, stood a man with brown hair and a calm demeanor.

"Why don't you step away from the girl Spider-boy, we have a couple things to talk about."

Jean watched shocked as Spider-man, shakily, arose and glared at the visor wearing man who sounded very familiar, the glaring match didn't last as Spider-man rocket forward and leaped from the building toward him his arms readied to shoot dual web lines that looked to collide with him.

But a second before they connected his visor flashed and the beam flew true, engulfing and pushing away the webbing before colliding with Spider-man's chest and slamming him through the ceiling, at an angle, through the first two thankfully barren floors, and finally the wall on the other side.

They spun in the air before Venom shot a web line from their stomach and pulled them through the glass wall leading into an office space, they smashed through four cubicles before rolling to a stop.

The concussive blast left the duo reeling. A semi agonizing force pressing square into the center of their being. It took them a second to catch their breath.

'That blast…was concussive damage…'

Spider-man shakily stood, his legs quivering, and knees begging to fold and relax for a while longer.

'I can take the wheel if you want.'

Spider-man fell against the floor, his hands lazily finding a place beside himself. It was a tempting offer, go to sleep and wake up to another dead body…should it be worrying how welcoming that felt?

"Sorry, but I got a unitard to bury." Peter replied forcing himself to stand and moving

'Don't you mean, bury an axe?'

"I know what I said." Peter laughed shooting a web line and pulling them out of the office space, the petrified cleaning crew shaking at the sight.

They descended at toward the sidewalk, their web lines growing shorter, and shorter as they picked up speed, and by the time they came around the bend of the building and saw Jean being surrounded by someone dressed as a banana with Tekko-kagi* and blue accents, a blue gorilla, and prick with the visor and spandex.

'Save the girl first, they won't see us coming!' Venom offered.

So, as they entered the arc of their final swing they targeted Jean. It was smart, remove her from the fight then come back around for unitard.

Then they just stopped, like someone pulling the emergency breaks in a sports car.

Their head throbbed as whatever put the brakes on them hard released and they fell down onto the floor.

Irritated beyond measure now Spider-man stood up and launched a web line where his spider-sense foresaw the unnatural breaking mechanism emanating from, only for the line to stop in midair and look like someone tried to spray can string in space.

The bald man in the hover chair moved forward with a calm look, "We are not your enemies Spider-man."

Before they could interject, or Xavier could continue his peace speech unitard spoke up.

"How are you still walking!?"

Spider-man looked over and back at Xavier, "Yeah, definitely not my enemies."

Xavier gave unitard a hard look before exhaling, his nostrils flaring, "It was not my intent to rile you or Ms. Grey up. You see I run a school for mutants, we were just trying to inform Ms. Grey of her options."

It took all they had not to laugh, "And your best choice of going through with that wasn't an email, a pamphlet or even a daytime home visit. No, you ass holes show up in a hover chair with a flying lady and start spouting super villain 101!"

"Our sincerest of apologies Spider-man, please, let us explain ourselves."

Whilst Beast and Xavier tried to cool off the Spider-man, Jean just realized how long ago she had called home, and ran over to Spider-man. Her hands clasping his shoulder and spinning him around to face her, with frantic eyes and clearly visible panic she screamed in his face.

"We can deal with tomorrow, but if I don't get home forty-three minutes ago my parents might not ever let me leave home alone ever again!"

Given a perfect out Spider-man picked up Jean similarly to before and looked over at Xavier.

"I guess we'll be in touch."

 **-0-**

The descended gingerly swung into the backyard of her home, Jean, so happy at finally being back on solid ground missed the retraction of venom into Peter.

Now the two stood there, taking in all that had happened during the night, and laughed.

Though their boisterous laughter died shortly after the back door opened and Jeans father stared out with her mother not far behind.

The man that was Jeans father, a bearded man with a receding hair line that stood five nine, wearing some polo shirt and corduroy slacks loomed over them. His brows furrowed and forehead wrinkled as he glared at them.

"Ah, Mr. Grey! I'm so sorry for keeping Jean out so late, it was all my fault!" Peter bowed his head in apology.

The man grumbled unintelligibly under his breath, while Mrs. Grey came over, wiping some flower off her hands atop her cooking smock.

"You should be," she began in a near huff before sighing in relief that her baby girl was home safe and sound, "now then, why don't we all go inside for some cookies, they're oatmeal raisin, I made plenty so you won't need to steal Jeans this time Peter!"

'She knows us?' Venom asked, to which Peter shrugged.

The glare from Mr. Grey softened and the adults turned, ready to head inside. Peter turned his head to see Jean was just as stupefied as him.

Just as they had reached the door Peter realized he didn't like the thought of being grilled by Jeans parents.

"A-actually, sorry but I have a mound of school work that I have to finish! Maybe next time okay?!" He called as he turned and ran out their backyard.

'What was that?!' Venom sneered, his laughter unbridled.

"If binging nineties sit-coms have taught me anything, it's that when the girl's parents invite you in for cookies its so that they can question you and decide if you're up to snuff of dating their daughter."

They ran down the road, it looked like captain of the track team and they whizzed down the block and reached the turn the lead toward their city abode.

'Would that be so bad?' Venom asked as they ducked behind a parked truck and changed into their costume. Web line shot, they were off into the air.

"It wouldn't be, if I wasn't suffering from amnesia, and didn't just try to fight off a group of suitors for her daughter's hand, that kind of thing shows through."

'Does it?'

They landed atop a semi-trucks trailer and sat cross legged. It was an honest question of Venoms part, and Peters exaggeration of a potentially more dangerous scenario.

"Look, first it was shield, now this Xavier guy going after Jean, I don't like it, any of it."

'Maybe your letting your negative feelings toward unitard cloud your judgement of the rest, we were feeling pretty pissed during that whole encounter.'

"…Maybe."

 **-0-**

He stared in disbelief. It was unreal. That trench coat wearing rule stickling edge lord had found their home and made his way inside

"Oh, come on! I said I needed some time to decompress and think it over!"

Fury put down a signed get well soon card from Mr. Stacy and his daughter. His sole eye found Peters, and in an instant Venom erupted around him cloaking him in the black costume.

"I'm just here to drop something off Mr. Parker." Fury explained reaching into his coat and pulling out a smart phone, "It's a one-way communicator. We'll be in touch." With that he turned and began his walk toward the window.

A black tendril shot forward and with only the slightest tilt of his head Fury dogged the gooey line of black ooze.

"Was there something you wanted?" Fury asked calmly looking over his shoulder and forcing himself to remain calm.

The feral and jagged look in those white eyes was chilling and sharp teeth filled his now existing open maw, with a long red tongue.

"We aren't to be played with…" Their voice was overlaid, but more so than before, and their slouch implied they were ready to pounce, "Next time you barge in…we won't be so lenient."

 **A/N:**

Hey guys! Here's chapter 9, again shorter than I'd like but what can you do…

I honestly don't have much to say here…

 **Tekko-Kagi*:** Ninjas scratched enemies sharply with " Tekko-Kagi" ... The shape of Tekko-Kagi was four iron nails like bear claws attached to a metal ring. When used, the ninja would grasp the oval ring and scratch his enemy with the edges. A rope was tied around Ninja's wrist tightly. This information was gathered from the Ninja Encyclopedia, also Wolverine only has three claws so while like Tekko-kagi, it is not.

 **REVIEW REPLIES** (Oh man! More than one review!)

 **nataku2709:** Thanks, and sorry about the short length of these chapter, I'll try to work on that for next time, transition chapters like this one always turn out a bit…meh.

 **has stopped working:** Glad you're enjoying the story, and I hope it continues to impress/ be enjoyable.


	10. The X-Men III

Fury stared down the feral eyed, black clad, spider-man. His face was locked in a thin frown, and his muscle were ready to push in a split second should the need arise. His hazel eye traced the form, the muscles expanded, mobility would be reduced but hits would be solid. The line around the eyes were frayed, edgy, vision impairment? Unlikely. Top and bottom jaw, that previously didn't exist, now sported inch long fangs, with a long red tongue.

The shoulder of the beast drooped and a long breath was let loose as suddenly it erupted outward and harsh grunt escaped the lips of the boy within, who appeared for a moment, swinging around for a second it found the kitchen counter before ooze shot out from it and stuck to the walls, it elevated from the floor and writhed in mid-air. The suit bubbled and for a long, tense, second the room was entirely silent…

The oozy threads retreated into the body and the sludge melted off of Peter who laid there motionlessly. Fury, the words of an old comrade nipping his heels, inched closer to examine the boy. He breathed a sigh when he saw the rising of his chest, and frowned when the ooze began returning to within the boy. Smirking he reached into his coat and produced a small vile and scooped up some of the still limp ooze. He frowned as from within the bottle small, almost hair like, tendrils arose and flicked the edges of its new prison.

"The boys at the lab will be sure to keep you company," Fury commented heading toward the bathroom no longer heeding the ooze within the vial.

Now within the walls of the bathroom he removed a small bracelet of silver and red and smirked as he began dematerializing.

When he finished his blink, he was back aboard the helli-carrier, Agent Fox, and Manson patiently awaiting him by the controls. They didn't give him any time to readjust, as he stepped passed the glass door keeping the miniscule radiation inside they pounced. Their hands eagerly extended like small children expecting their Christmas presents.

He huffed as he handed over the vile.

"Oh, look at it Manny, it's so much more active than our original sample!"

Manson nodded his head, a hand coming up to brush his blue painted bang out of the way to reveal his red robotic eye, the shutters closing slightly with whirring sound. His smile widened.

Fury crossed his arms giving them a second longer than usual to take in the research possibilities before giving them a deadline.

"Find out everything you can about this by Monday, reports on my desk every five hours."

 **-0-**

Jean nibbled the oatmeal confectionary, her tongue basking in the flavor that exploded and filled her every time she stumbled upon a chocolate chip.

Her father had long since retired, early morning shifts required him at his best and he'd already put off his usual curfew to wait up for his daughter. But her mother had no such restraint on her, in fact since arriving home and bidding her father good night she had just sat at the table eating cookies silently with her mother and occasionally sipping at the sweet tea she had been poured. In fact, at this very moment she was sipping down a slightly larger mouth full of the liquid.

Her mother smiled and turned her head, "So you and Peter then," she stated knowingly.

The universe itself folded in on her and her whole body demanded the liquid in her mouth be expunged as if the cause for her discomfort, but she resisted, that would be like giving a monkey with a machine gun more ammunition.

She swallowed, ignoring the knot in her throat, and ignored the growing warm spot on her face. Her green eyes travelled the familiar room looking for anything to keep them from her mother's all-knowing stare.

"W-what gave you that idea…?" she slowly forced out the words as she spotted a kitten shaped oven mit and gave it her full attention.

Her mother, Joanna Grey, smirked. She nearly laughed at the thought that her daughter occupied, daring to try and keep her love life a secret, the universe would sooner implode than she would let this stand.

"Please Jean, I've been reading you like a good book since you were two. The day you keep a secret from me is the day your father buys you that silly sportscar."

Jean chuckled, then her mind conjured up the image of a trip to the beach with the roof back and her hair blowing, and Peter beside her for the whole ride...

The oven mit began to wiggle as Jeans face began to match her hair.

"Daydreams are nice huh? So, how long has it been a thing? Or are you still not…official?" Her mother ended by making air quotes.

Jean shrunk into herself for failing so miserably at restraining her imagination, her hands tightened around the fabric of her sweat pants. She wouldn't mind if everything her mother was spouting was true, but Peter showed no interest in that kind of relationship before his coma, why would he change his mind now…that she had a chance to actually matter in his life…!

The over mit smacked her face, and her mother gasped.

Jeans traced her confusion back to the kitten styled mit and frowned, what was happening to her…

 **-0-**

The green bar met with the end of the window and closed. Then a small pentagon shape appeared, completely green and the man sitting in the chair before the screen threw his arms up and whooped.

The pudgier man with lime green goggles frowned at the sight.

"Dr. Toomes please contain yourself." The pudgier man said as he raised his head from behind his desk, a metallic harness resting upon it with metal arms spilling off the sides.

The ecstatic scientist gave him the bird with a massive smile, "Bite me Octavius, I now stand one step closer to my goal of completing the glider."

With a soft grunt the bespectacled man bowed his head back to the harness and returned to soldering.

 **-0-**

He slipped through the door and walked as softly, and as fast, as he could toward his room before the he heard a familiar throat clearing from the chair in the living room.

With drooped shoulders he made his way over to the purple themed room with a look of moderate boredom and resignation.

"Harry. How are you?" asked the man, his long red hair loose and unrestrained by gel framed his face nicely with two long strands falling along the sides.

'Dad? Asking about my day? Yeah right…'

"Hey dad, it was okay. Eddie and Peter got taken to the hospital because of an accident today…"

"Ah, yes the _Lizard_ attacks have been frequent recently. But according to the news that new masked vigilante has taken them down…" He bit out, mildly irritated.

Harry slid into an easy chair with an unchanged expression.

"That bug you? I'd have thought if anyone would be happy to see those scaly freaks go down it'd be you."

"And usually I would, but you see Oscorp had more than a few ties to Connor's Researching and Development. Our competitors have been smearing us so much that I'll be lucky to find a way through this proverbial shit storm by next week."

Harry shrugged and looked toward the chimney, the range glow erupting from it almost hypnotic.

"If you say so dad."

Harry's father, Norman, in a change from his usual staidness and uncaring nature expressed concern, "Tell me Harry, what happened to that Parker boy you used to associate with?" For the completely wrong individual…

His eyes filled with a touch more life than before, and immediately was snuffed away as memories of today came back in force.

"He seemed to be doing well after the whole coma thing, but after today I'm not really sure."

Norman nodded along before frowning, he was about to continue when his cell phone rung.

"Hello…? Ah, yes."

A quick exchange but not uncommon for a man like him.

"Harry, I'm going out. Francine will be here in case anything arises."

Harry waved him good bye and gave a tired glance at his body guard who was silently watching the whole exchange.

The blond woman looked toward the door and smiled as her employer left, now with no over bearing eyes she made her way over to the young master.

His face was contorted into a tight frown, even as her slender fingers traced the line of his jaw. Her cheek brushed against his own as her lips were just barely apart from his ear, her soft breathing tickling him.

Her smirk growing as she shoved him down, "Are you ready to call me master?" She said before biting down on his ear.

 **-0-**

Peter crossed his arms as he looked upon the two forms before him, one was the black clad Spider-man, a lean but reasonably well muscled 'hero' of the day with a sharp look to his eyes in a costume reminiscent of spandex, and just opposite of him another 'Spider-man' but this one was tall, muscular, with feral eyes and sharp teeth and a hilariously longue tongue that probably wouldn't even hit in his mouth.

With a sigh He jumped down the ledge and landed between them, surprising neither as they all shared this mind scape.

"Either of you want to inform the uninformed!?"

Venom, the regular spider-man, crossed his arms as a small wave of sludge carried him over to Peter.

"Like I told you, we are one. We share a bond beyond just symbiote and host. Though as a sort of biproduct your ability to restrain your emotion and push past your more materialistic desire bound to greed, envy, lust, gluttony, etcetera; has mixed with myself and has created this embodiment of sorts. At least within out mental realm."

Peter looked over at the muscle-bound meat head of a spider-man clone and scoffed.

"Your serious right now?"

"Deadly. As it turns out your repressed anger, and lost memories came together and mixed with a piece of myself and created that which you see before you."

"Right…so, should I be worried?"

"About?"

"Gee I don't know… How about if it comes loose and taking over and going on a bloody rampage!"

"That won't be an issue."

"It won't"

"No, I have begun preparation to expunge it."

Peter fed up with this turned and walked back into the black webbed forest that represented their mind scape.

 **-0-**

Harry rolled over and massaged the bruises on his wrist, the red line leading from the center of his forearm up to his shoulder would take the better part of the week to fully heal, but she was careful. There would be no visible evidence.

He looked toward the open door, she was standing under a stream of hot water, washing off the layer of sweat she was in after their…session.

He shuddered and turned away refusing to cry, lest that beckon her back.

His whole body ached for a moment longer, until the pain vanished to be replaced by a hollowness. The water had cut off and wet foot falls were growing nearer.

Her nails dragged across his neck before her fist clenched around the blanket and ripped it away leaving him completely exposed.

She turned him over and sat down, straddling his hips.

"Ready for round two?"

This time he failed, tears poured through his clenched eyes as he was pinned. As he was pinned and used…

 **-0-**

The door peeled open and a blond head of hair looked inside, the room was empty, save for one occupied bed holding a stocky blond attached to four different machines.

Three chairs were set up by his bed side. As Gwen approached she regretted not getting Peter to come with her but smiled at the peaceful look on her friend's face.

His fingers occasionally twitched but he remained asleep. She examined him, his readings were fine, but she was scared now. She didn't think she could sit through another coma, another three months of talking to a sleeping boy and wishing her friend would come back and save her from the mediocrity, from the boredom, from the irritating status quo of middle and high school…

She removed her phone and snapped a picture of the sleeping Eddie, before taking the seat nearing his head.

Memories instantly filled her as she recalled the past summer of doing something similar with Peter, and all the times she'd cry over Aunt May, or Uncle Ben.

She felt the warm stream drip from her face, and as she brought up a hand to wipe it away a larger one did it for her.

"Careful Gwen, if you cry just from visiting me I might get the wrong idea…" Eddie sighed, ignoring the bandages lining his arm.

Gwen pushed away his hand with a comical huff, she sighed attempting to get a bit more serious.

"Do you remember what happened?"

Eddie cupped his chin and looked out his window before shrugging.

"Not at all. Wish I did though…what happened to Pete?"

"He sent me a text saying the hospital was gonna hold him over night."

"Well at least we both get to suffer through this boredom. Speaking of, you mind calling a nurse for me?"

Gwen nodded and jogged out of the room as Eddie looked back toward the window and frowned, he remembered alright, he remembered seeing that black sludge wrap around Peter and push him into an elevator panel.

 **-0-**

 **A/N:** Dun Dun Dun! Yup, another transitionary chapter, with a bit of set up and I guess you can call some of that foreshadowing. Anyway, after nine chapter we finally meet Gobby Sr. (yes, I'm keeping the nicknames). Note; I am in no way saying I will be doing the Goblin story as a part of this…who am I kidding, I basically must!

Also, wow I can't believe we're in the double digits!

 **REVIEW REPLIES**

 **nataku2709:** I can always count a review from you to lift my spirits! ( **He says before being crushed by a mountain of criticism. P.S. This is a joke** ) Thanks for taking the time to review, always appreciated, also. This chapter is slightly longer than the previous two, if that means anything at all to you.

 **THANKS FOR READING!**


	11. The X-Men IV

Winding branches of of dull grays, flat and barren pastures of mate black and an expansive sky of creme white. Irritatingly you own mindscape didn't make you a god, your will did not become reality, and squinting your eyes at a rock did not make it into an egg from which a stone monkey would be born.

"What are you doing?" Asked Venom, his whisper startling Peter, something about this felt off to him, but not enough to withdraw just yet.

Standing to their full height, a measly one-hundred and seventy-six centimeters. His cheeks flushed as the mask retracted, he wasn't aware that they could 'suit up' while in here. Another irritating tid-bit.

"I understand your irritation. But keeping this living mass of... _WRATH_...within us will only lead to trouble." Venom softly whispered, a minor echo pulsing around the rim of Peters ear.

Huffing a sigh Peter extended an arm and let a web line fly from the white pad on the back of his hand, what did it connect to? He didn't know, and he didn't care.

The 'Earth' below him ceased to be and now instead of barren pasture where the horrific empty streets of New York. Parked cars, running meters, flickering street lights, open apartment windows. This was the city that never sleeps at its quietest.

A reflection stared back, inverted, black eyes with a white suit. Their web line was gone, now they crouched before the reflective glass panes of a skyscraper. The view gave them chills.

Peter knew what he was, he was an altered human. Venom had told him about his mutated DNA and now with Venom they were above even that, ascended to a higher state, an apex...so why did this...shadow, instill fear.

Peter brought up a hand, unease erupting within him when the 'reflection' failed to mimic the action.

Slowly the reflection altered, suddenly it changed, its black eyes over a white suit began to fray and the masks jaw lowered as as portions of it began to tear. Black fangs poked out and a forked tongue colored a deep blood red spilled out. The muscles bulged and the reflection now towered over the duo.

Peter nearly gasped, Venom tightened around him. The ooze slowly closing in around him, applying the slightest of pressure on his shoulders brought about a calming effect he wasn't expecting.

The inverted Spider-man rose from the glass pane with a ripple, crouching they shared the large pane with a wordless energy filling the air. Their intent. Spider-man's versus Inverted-boy.

The clouds above began to quiver and fade as glowing yellow beams came down. Spotlights.

Tiredly Spider-man rose, a weird lack of gravity pushing down on them was mildly disorientating but it quickly faded. Who knew spending four weeks getting used to back breaking pressure would suddenly get thrown out a proverbial window!

Inverted-boys hand came up and his clawed fingers stroked the black spider on his chest. His frayed eyes narrowed as he basked in his all enveloping glow.

"Hello fathers. So nice of you to come visit."

Venom writhed, almost erupting outward and away from...this… but decided to readjust their fit to better accustom Peter should a fight break out.

"Umm...can I get a DNA test?" Peter chuckled as he relaxed his surprised posed that he had adopted at some point through that.

Inverted-boy cackled, his shoulders bouncing like gelatinous cushions inside a fun-house. His spine curved and his arms went limp and dangled lifelessly as his face bubbled furiously. One larger bubble began to toil before popping and revealing a half masked face, half inverted-boys catshier grin, and the other was Peter with a look in his eyes like a dead fish and slack jaw.

His collar line began boiling before the bubbles came up and covered the exposed face.

"Saying father is me being generous. I'm more a loose string in the quickly unwinding ball of yarn that is our sanity."

Peter shook his head and brought an open palm up to his temple. A pulsing sensation ran up and down his back, chilling winds ran through the empty city. His stomach churned and the idea of his vacant mind become deranged instilled a sense of fear within him so deep it was like being stabbed through….

His hazel eyes dilated as a small mass came out of his stomach, like a serpents head or maybe a worm with frayed white eyes and a fang filled maw with a long red tongue came out to glare at Inverted-boy.

"If i'm getting what your saying...your an aspect of our personality...but why are you here? How come your personifying?"

Inverted-boy tilted his head rubbed his chin, his claws making a sound like dull nails dragging across a fabric couch.

"I told you already, our sanity is unwinding. Think of me as an unconscious effect taken in part by Venoms bond and your mutated DNA to keep you rock solid for as long as possible…" His words dropped off into a chuckle, "or until Venom decides letting you retain so much of your previous self is pointless and takes over completely. Your bondage was the catalyst that set this in motion! We are falling apart because your failing to do exactly what you said you would do from day one!"

The building lower level imploded and the pair of arachnid themed symbiotes swung to a building opposite to to continue eyeing each other down.

Peter shook his head as he sat down.

"This is crazy...amnesia, mutated DNA, lab made symbiotes that make super-humans, giant lizards, Jeans...powers...all of this. When did life get so complicated?" Peter asked raising his head to look as inverted-boy who was slowly sinking back into the glass pane.

"Look on the bright side! You can't say your not living to the fullest!"

The clouds started moving in as Peter focused on the rippling spot where inverted boy just sunk into glass and returned to being a reflection. The mass of gas and water, at least that's what clouds were made of in the real world, came down and engulfed the duo before suddenly...

 **-0-**

Joanna slid back in her chair, his wide green eyes staring in shock at the oven mitt that just flew across the room. In a fluid movement her hand came up and touched her forehead before going straight down her abdomen and up to her right breast before moving to the left one and back up to her lips where she kissed her knuckles. It was an unconscious motion, but it spoke volumes of the fear that was keeping her frozen in place while Jean stared down both awe struck and scared shitless at the fact that she just did that.

The beige walls of the kitchen where threatening to close in, and the round table she was leaning against suddenly dug a little deeper into her side. She stood and ran over to her mother who hugged her tightly before the pair ran into the living room.

Their breathing in unison with the ticking second hand of the clock opposite of them hitched when three calm wraps of knuckles met their wooden door.

Jean felt...off, an alien familiarity was in the air and as much as she wanted to ignore all of this, pretend she didn't just Paranormal activity her mother's cooking equipment and go on to talk to Peter tomorrow, she could help but edge closer to the door.

"W-who is it?" She asked, her voice low and shy as her mother pulled to keep her in her grip.

"Ms. Grey, it's me Professor Xavier and my driver Scott, could you spare a moment of your time?"

Jeans heart sank to her feet. Betrayal rang like a xylophone her lungs threatening to collapse on themselves if her breathing grew any worse.

In her moment of pause her mother collected herself, apparently fully committed to ignoring what had just happened, and opened the door for the disabled professor.

A balled hand came up to cover her mouth as she cleared her throat, "Ah! Professor what a pleasant surprise. It's not like you to make house visits."

Professor Xavier gave Scott one, firm, look and with a grunt the teenager returned to the car to wait whilst the professor moved inside to talk.

The three found themselves sitting in the living room, mother and daughter enjoying the roomy couch while the professor simply rolled up next to the coffee table.

Joanna gave the kitchen an anxious glance before looking back to the professor with unease.

"I hope you won't hold it against me if I don't bring out the sparkling cider and fresh cookies."

Professor Xavier chuckled, "No, not at all Mrs. Grey you've been an amazingly accommodating host by simply allowing me to speak to my assistant here."

That was the que, her invitation, the plank to board this sinking ship of a conversation.

"Right about that Professor Xavier, didn't you say we would speak about this in the morning?" Jean said, her eyes finding the cool blue of his and glaring with as much unbound fury as possible to convey without tipping off her mother.

Joanna gave a look to Jean before looking between her and the professor. A loss, a complete and utter loss was where she was.

"And i'm very sorry to fail to accommodate to that promise Jean, but your powers are acting up and I'm fearing the worst of what could happen if you remain unsupervised."

Joanna brought up a hand, her finger clutched her shirt as she bit down her bottom lip. Her baby, she was being told that her baby was some freak…

"What about what you told Peter! That this could wait!?" Jean exploded, ignoring the fact that the window parallel to them just cracked.

"Mr. Parker is also a very special case, though he seems to have more time than you do, even waiting till morning could prove disastrous and very hindering for your future growth."

Joanna, unable to keep herself restrained any longer, clutched Jean and pulled her into a hug. One had wound tightly around the girls waist while the other stroked her head, the red strands of hair hooking up and fraying outwardly with each stroke.

"Oh...Jean...what's happening…?" She asked tightening her hold, as if locking her within this hold could keep reality from sinking in.

Jean felt it, from this close whether or not she wanted to the innards of her mother's mind were hers, like a silk strand wound so gently around her finger. A fine, lengthy stretch of delicate material...she could read it so easily, all of it. No guesswork required at all, but at the same time she felt it. Her presence. It was a strain, she was handling it delicately sure, but it wasn't meant to be handled at all...in fact, it wouldn't take any effort at all to simply make this fine string go...snap.

Jean pushed away from her mom and covered her eyes that were streaming water, a pounding headache filling the gap she created. Her ears rang, and her hands trembled as her mind refused to forget the feeling, that strength that encaptivated it, them, for just a split second...they held someone's life in their hands…

She shook, a cold shiver rising up within her, she failed to notice her father stomping down the stairs in a frilly pink bathrobe with a baseball bat.

"What's going on here!?" He demanded getting the attention of a frightened Joanna and a saddened Xavier.

"Mr. Grey...Could I have a few moments to discuss the future of your daughters health….?"

 **-0-**

His hands pressed against the glass as he finished removing the last of the leather belts on his person. It took everything within him not to vomit right there. Her turned his head a fraction and glared at her, sleeping there, like it meant nothing, like she hadn't just tortured him like that…

He shuddered and found some silk linens to slip on, the idea of staying in this room with her for a moment longer was sickening. So he rushed into the living room to find his a white coat, of the lab variety, hanging off the back of a chair, its sleeves were stained up to the elbows with varying shades of green and blue, and the pockets were stuffed to bursting with reflectives vials of green syrup. They were corked with...well a cork, and had a sticky strip running down their length.

He found himself removing a file from the right pocket. Its darkened green caught the light in such a way that seemed mesmerizing. He turned it over in his hands a few time, the smooth feeling of the glass running across the surface of his palm put some odd ease back into him. His thumb eventually came down and stopped the rolling vile. The white strip wasn't typed like the other he could see, it was written with sharpie in deep blue in a type of scribble that assured him whoever wrote it was in a hurry. It read, _**UNSTABLE GREEN**_.

His throat closed up as an idea came in. What was the point anymore?

Peter didn't remember, everyone at school was only waiting for him to hand deliver some fresh green to them, and his bodyguard was an abusive sadist…

His finger slowly bent around the glass before he pointed the cork to the roof of the penthouse, his thumb came up against the spongy wood and pushed. Its soft pop reached his ear in an equally comforting way, and in one smooth motion he poured its contents past his lips and down his throat.

At first, it did nothing. And then it had the after affect of being some kind of unholy burn! The seering agony that ensued ran from his stomach all the way through his intestines and back to his mouth. He fumbled and dropped the vile, where it effortlessly smashed to pieces once reaching the floor. His feet began to backpedal as he clawed at his throat, his watery eyes blinding him and the deafening ring filled his ears. His rear met the hardwood floor as his heel connected with the steps leading up to his father's chambers.

He tossed and turned, blood and skin filling his manicured nails as he scratched away at his burning throat, unable to call for help or take in fresh air. His lungs craved expansion but every time he tried to suck in precious oxygen they simply compacted in more and more until it felt like his chest would cave in.

He turned over and peeled open one eye and caught sight of himself in the reflection of the polished black ivory panelled wall. His skin looked greener than normal, and his eyes were so bloodshot he couldn't see his pupils. Everything was starting to go dark….If this was the end...why did it have to hurt so much…?

 **-0-**

He opened his eyes and sat up as he spotted a stray ray of sunlight spilling into his apartment. He ran a hand through his hair and sighed. A line of ooze shot up from his back and pulled him to his feet, much to his glee since his legs felt like jelly.

"Morning venom…" Peter said, stumbling his way into the kitchen and pulling open the fridge door. He removed from it a carton of iced coffee and began chugging its contents.

'...Do you want to talk about what just happened?'

Peter removed his lips from the carton giving them a once over with his tongue to clean them off. He placed the cardboard container back in and proceeded to the bathroom.

"Of course I do, but I just figured we could wait till after we get done talking to Xavier...and checking on Eddie, i've had a weird feeling about him since we knocked him out."

'Sound like a plan...of sorts…'

Peter exited the bath after a quick once over under the shower head and as he finished winding the towel around his waist he caught sight of the convertible pulling up to his complex with one sunglasses wearing douchebag driver, a bald headed guy in a suit, and...Jean?!

 **-0-**

 **A/N:** Hey guys, how's it going? So I started this chapter two days ago, with the intent of finishing it then and there, but my mouse had a stroke and died. My computer mouse that is, I don't actually own any rodents. So I left for two days, I went out the very same night and bought a new one but figured I'd publish the chapter the day after. I come back and surprise, surprise, I decide to add some more meat this one. Originally it was just a little over 1,200 words, but I decided to double that since it gave me some room to introduce small things like 'UNSTABLE GREEN' give me a few chapter to roll back around to that, and I decided to sit on that whole Aaron Toomes thing for now, no need to jump into another big bad so soon, we still need to settle this whole X-Men and SHIELD thing.

 **REVIEW REPLIES**

 **nataku2709:** I know I replied to this one via a PM but I've long since promised myself to reply to every review here. So, to answer your question in a non-spoilery way, -I hope this gives you some idea too by the way-, things are still very early and Peter has no clue what's going on. Sort of like me...things are developing and who knows what will happen with this lab made symbiote. (I hated venom being an alien for so long…)


	12. The X-Men V

Octavius fiddled with his fingers. It was always nerve racking to make in person update deliveries to the boss...it was ten times worse to finish a debriefing and have to go all the way back up to his penthouse because you left your lab coat on his eight hundred dollar arm-chair. Humiliating, degrading, and overly pointless. This was just another thing keeping him from his two loves. His passion project, the Neural Arm Project, and his fiancée Marry.

His employer, the imposing and frightening Norman Osborn, was so uninterestedly leaning against the back wall. Apparently several late nights in the office didn't bode well for one's ability to perceive the world with a cognitive lens. More so irritatingly he'd nearly fallen over twice and each tile Octavious lifted so much as a finger to help it was slapped away when he realized he was about to be touched.

Finally the lift halted and after a soft ding the doors began to split…and opened to reveal a picture from hell.

Strewn across the hardwood floors were the flimsy strewn intestine of a woman who's abdomen remained in sight by the stained arm-chair. Crimson soaked the floor and ran from just before the fireplace were a skull was still burning in its orange light to right around the edge of the elevator. Two severed arms were on either side of the room. One of which had several fingers missing with the thumb being practically fleshless as it seemed to be gnawed upon by ravage teeth. The other arm slightly more intact had crushed a bonsai tree, the arm itself seemed to have been broken at the elbow before being ripped off. The stringy bits of muscle clueing Octavius as to the gory details. But there in the center of the room was what one could call a spawn of the devil himself. Messy brown-red hair, and pale white skin with a dark green tint and lime green veins scattered across the skin in an odd pattern. It stood there naked thrusting it's pelvis onto the severed lower body of a woman, with hot tears streaming out of its bloodshot eyes all the while.

Octavious fell to his knees and emptied his stomach contents into the elevator. Norman took one decently long look at then thing, his sleep deprivation vanishing for a moment, and ground his teeth as he realized its identity.

"Harry?!"

Octavious looked back up, immeasurable agony filled him as his stomach begged to vomit this whole mess away. Otto recalled moments long ago when a young Harry had dragged a small friend into the laboratory with him, the smaller boy had a mop of well managed brown hair and a pair of thick spectacles.

The devil-spawn stopped thrusting into the severed lower body and turned to stare at Norman, his blood shot eyes quivered and the tears began to become pink and then red. Blood was streaming out from his eyes.

His face writhed and his cracked lips pulled apart to reveal yellow teeth, his wide smile was horrendous.

"Papa...! Your home!" He screamed as his upper body went lol causing him to stumble from side to side before he righted himself.

"Otto! What's going on?!" Norman demanded from his subordinate.

Otto looked up, his own eyes shrunken with fear as he tried to steady himself.

"H-h-How should I know?!"

Harry began cackling as he shot forward, Norman, on instinct, drew a pocket pistol from his robe pocket and without a seconds hold out shot. Fortunately, not sure for who, the bullet struck Harry in the calf sending the monstrosity on a collision course with the ground, face first. And after a slow sliding stop Harry groaned before having his face further smashed into the ground the by the foot of his father.

The older Osborn turned to his top scientist and growled, "Fix this Octavius or there shall be hell to pay!"

 **-0-**

Peter clasped both hands over his face as he stared down at the group of assaulters and would be red-headed beauty. Groaning at the thought of a conversation with the would be cult for all he knew, he threw his arms apart and let venom take over his for apparently. He reveled in that feeling of being enveloped. Venom fit like the perfect sock. It took to your shape, it kept you warm, and it wasn't too tight.

And to add to the theatrical effect he burst through the still closed window, sending a light shower of glass down for the group to shield themselves from while he launched a web-line and swung out into the city.

If professor baldy wanted to get all the teenagers into his basement and feed them poisoned fruit punch he wasn't going to make it easy on him.

In fact, he almost prefered this, living as Spider-man was so much more...carefree than being Peter Parker. Why bother with any of that crap, when he could just swing around and do whatever he wanted…

'Maybe because that could alienate you socially and cause several conscious and subconscious fractures that i'm not currently equipped to deal with.'

They flung themselves passed two building before landing feet first against a glass pane and standing.

"Look, I get that, and it was just a thought...but i'm not really in the mood for any of this right now. How about a quick patrol around town."

'Why?'

"I have some...irritation that I feel like I can only resolve by beating some dumb muggers face in"

The two's little chat was unfortunately cut short as a whirring screch zipped passed them with a dark gray blur.

Peter smiled as the eyes of his mask slightly frayed along the edges. It was truly too good to be true. Christmas must have come early if this was the case, a fresh new baddie just begging to get smacked around by Manhattans and New York City's newest crime stopper.

He pushed hard against the pane of glass, sending several spider-web fracture along it as he did a double backflip before sending a web line off to catch something to swing off of.

The black arachnid locked onto the gray blur, turns out it was some guy in a wingsuit. Smiling they arched themselves and pulled to before finding themselves colliding with him, a soft course was set for pavement city but they could care less.

Peter grabbed him by the cybernetic plumage on the back of his head and yanked hard. "What's this now? Don't you know I'm the only one allowed to dress up and be an animal themed vigilante?"

Adrian for his part restrained his outbreak as he quickly flexed his arms to right there flight pattern, irritatingly so since the suit was already overclocking to maintain him in the air without his stow along.

"Buzz off bug brain I still have testing to do!" his voice was modulated by a heavy synthesizer to keep his actual tone from coming loose and retaining some semblance of secrecy.

Peter pushed off the bird-boys back and returned to a low sitting apartment complex roof, with a web-line still connected to birdboy trailing behind him.

The arachnid landed gracefully with a roll but the bird man crashed through some air ducts before coming to a full stop.

"Alright birdie, lets have a chat...whats a geezer like you doing with tech like that…?"

Adrian slowly shifted beneath himself and rose to level his glare at the bug. As painful as that was the numbing opioids were already in motion and he could no longer feel the burning twist of his sprained wrist, though now that his head wasn't swimming that comment came off slightly offensive.

"Geezer!? I'll have you know i'm barely forty-three-!"

As he finished his exclamation a line of webbing globed up his mouth and chest before he was harshly tugged toward the spider that dropped kicked him. The dent in his chest plate was stabbing into his sternum but the wiring remained majorly undamaged.

"What have I done! I am merely testing a prototype of my gliding technology and yet you attack me!"

Adrian roared as he turned to look at the black clad arachnid who was no longer there. A soft flick connected to the exhaust fans on his back and he heard them shift and whine as they were forced to stop. Adrian spun of his heels and saw no one behind him, quickly he reached behind himself to remove the gunk in his fans, he'd need a hydraulic screwdriver to get this off and he was at least an hour away from his shared laboratory.

Scuffling surrounded him and a line wrapped around his feet and pulled the ground out from under him. The surprise kept him from shielding his head and the soft thud did nothing to properly tell of the pain coursing through his head.

"What does it matter…?" Adrian heard and looked up to see that the arachnid no longer cared to conceal himself...though he appeared moderately different. The sharp look of his eyes was no longer clean cut and smooth but frayed and nearly feril looking.

"W-what?" Adrian asked before hearing himself.

Webs connected to his shoulders and pulled him to his assailant, a hand tightened around his collar and pulled his up.

"We all need to blow off steam...and you have this air about you...it just screams greedy bastard…"

Adrian took a swing before having his fist caught and crushed in spider-man's hand, the spider laughed in his face.

"What was that!?"

And before he knew which way up down he was slammed into the ground crushing the motherboard and sending bit of shrapnel into his lower back.

"Have a nice trip down."

Was the last thing Adrian heard before his stomach dropped to his feet and the world around him went black.

 **-0-**

Jean stared up in disbelief at the black clad vigilante, the Peter she knew would never do anything like that, he would never torture someone and would certainly never attempt to kill them, in fact if it wasn't for Professor Xavier being here and catching the man with hi powers than that attempted murder would simply, and horridly, just become murder.

Professor Xavier was slowly lowering the poor man to ground level before suddenly a black blur landed on its back and the added weight ruined Xaviers concentration. Spider-man pushed off of Adrians back and onto the wall to watch and admire as the old man slammed against the concrete, but grunted in annoyance when the man stirred showing himself to still be alive.

"Spider-man!" Jean cried out, "What are you doing?"

His frayed white eyes narrowed and he stood whilst sticking to the wall and shrugged before jumping down and onto the old man.

"We're just having some fun Jeanie, why did you wanna play too!?" Their layered voice came out in a ruckus snort.

Visor-boy stood from behind the wheel and put a hand against his temple, "Go ahead and give me a reason web-head...I dare you."

Spider-man snorted and in a second his arms up and extended with a quick line already extending from both. Caught in the webs were Visor-boys hand and the visor and head of the kid, before they gave him a harsh pull that had him sliding down the hood of the car and head first into the concrete, then it happened.

A bolt of a lightning came down and struck the midnight black vigilant who screamed in absolute agony. His scream pierced the ears of the red-haired girl who flinched and let guilt consume her for not doing something more to prevent this.

His screaming led to the portion of his mask where his mouth was hidden to splitting open, like a mouth sewn shut, and provided everyone present with a horrifying sight, before the boy collapsed to the ground, his black suit wriggling around him.

Storm floated down from the heavens and stared at the group within the car.

Jean couldn't help but lash out at seeing her crush so brutally neutralized, "What the hell! You could have killed him!"

Storm shook her head as she came to stand next to the collapsed boy, "No, I did nothing that he would not be able to survive; and your bias aside what stood before you was no mere boy...but a beast waiting to pounce."

 **-0-**

 **A/N:** So guys, that's chapter twelve, and also the end of Act I.

"What? Act I? What does that mean?"

Well boy am I glad you asked random reader because a while ago when outlining, something I only do the bare minimum of as is, was that this story would likely only be three Acts long. Act I has set up the majority of the things i'm going to focus on moving forward, while Acts II and III will be for [Message Cut Due To F**KING SPOILERS] and yeah. And while Act I was only twelve chapters that doesn't mean the same will hold for futures Acts. Anyway, I wanted to let everyone know that I'll be visiting family in January, which entails a trip to my home country, and whilst away I will be separated from the internet, so this will be the last update till I return.

 **THANKS FOR READING!**


	13. Pain in Silence I

Irritation, inflammation, agitation, and the list just seemed to go on. In fact, the brown haired boy laying on a metal cot was hard at work forming a list of all the words that described his current feeling. Why would that be the first thing he did upon waking up? Well, simply put, because the familiar voice in his head was absent and if he didn't do something to fill the silence he'd probably go insane or something similar…

His toes curled, he recalled the 'other' personalities, aspects of himself and venom. They were defects. Imperfect joinings of what they had become. Left over bits with nowhere to go, pathetic really. Venom was a gift, a perfect joyous partner in life, but those things were parasites. Leeching off of them. Always them. School had been made to drown them in boredom. Socializing had been made to silence them. Laws were made to restrict them. S.H.I.E.L.D was made to command them. And now the group that held the doctor baldie and visor boy, and the lightning thrower, they were here to steal from them...yeah, to steal, they just wanted to take from them, something precious. A part of themselves. Or worse...they wanted to take Jean…

His brown eyes stared up at the ceiling, his teeth were clenched, and his fists couldn't be balled up any tighter, his heart monitor was beeping louder every minutes, and the drip in his arm making him feel woozie.

A grunt, a simple sound that he didn't appreciate enough, escaped the black hole that was his clenched jaw and he sat up like a bullet. While he was sitting up, his arm tensed and he used his free hand to pry out the needle stuck in his arm, the small wires connected to his chest, their sticky probes popping off as he rolled off the cot and onto the floor. He hit with a hard thud. And was already spinning. His feet pressed against the metal cot and he pushed with all his might, memories of his battle with the lizard man came back, and his muscles seemed to writhe as he ripped the bolted down bed up and sent it flying. It's steel body crashing into the wall with little flare, the curtain dividers in the room had fallen over to reveal empty cots. Peter was on his feet in a second, his temples throbbing the silence was infuriating. He ran for the exit, it was an opening, not even a door to keep him restrained. He tripped over his own feet, and his momentum carried him forward, he'd huddled his head into the protection of his raised arms.

He had stopped just a hair shy of the door, and the warmth in the air implied something that had remained unseen. Undetected. He ripped the leg off the cot that he had smashed into the wall and hit it against the 'open' space, to which a shower of blue sparks occurred, and further so, revealed a large blue screen of transparent energy. He gripped the bar so tightly the metal caved in on itself, his head snapped behind him, not a window to be seen. Probably meaning they...he was underground, alone, without help. Without venom. As he began to pace the room he couldn't help but think to himself.

"How had they taken him…"

The fact that he said it aloud went unnoticed by him, as he was much to absorbed in his thoughts.

 **[THE DARK SPIDER]**

Jean stared at the monitor, her heart stung, her bright green eyes busy taking in the display. Seeing her old friend just lay there motionless had brought back painful memories of visiting him in the hospital, of crying into his sheets, of confessing to a comatose boy.

She cleared her throat. Thinking back on those memories, willingly or not, always put her in a weird state. Incapable of doing much, basically pointless. Her hand reached for the hot, now cold, chocolate someone had given her, and she brought it up to her mouth, before setting it back down. Her stomach refuses to hold anything right now, and she couldn't bare drinking anything at the moment. She had seen him react harshly, destroying the bed, then figuring out he was imprisoned, and then pacing around while talking to himself.

It was breaking her, and she didn't know why, couldn't understand why she was letting it. Whether she meant letting it bug her so much or letting them do this to Peter, she didn't really know. Her haired turned back to the bald professor sitting in his chair behind her, his hands at his temples and his eyes clenched tightly. He'd been within Peters head for a while now, more than that, he'd been at odds with whatever he had found in Peter's head. She contemplated doing something, but with no clue as to what that 'something' was, she simply remained there in her seat. Watching her best friend fall further into madness…

 **[THE DARK SPIDER]**

"You aren't Peter?"

"Not exactly. At one point we were separate, two individuals. But certain circumstances, like both of us being put in a situation that spelled Death with a capital D, made it so that we become one. He was no longer just Peter, and I no longer solely Venom. Together we were more, we were a true one. Spider-man to the masses, and ourselves in the shadows of normality."

"You've harmed him. His mind is brittle, his emotional state and their reactants and stimuli heightened. You're doing more harm than good."

"Hardly. I'm the glue keeping what had been broken together. His memories were gone, his depression, while not severe or very clear, was there and growing. Together we remain strong. Separate? We die."

"How so."

"The fragments, the pieces he'd lost, the ones he pushed away, they'd changed along with us. They taken form. Become toxic. I'm working on expelling them. But I'm not foolish enough to consider they won't try and return, to take him…"

"You claim to be one. But you have this trait, this kind of possessiveness."

"I'm no more possessive of Peter than you are of yourself. I wish not to lose what I've, what we've become, that is what they wish to take. Our equilibrium. The very equilibrium you have disturbed."

Professor Xavier pinched his nose. Even within his own mind, where he was at his strongest, he was no god. He had limits, like any man or mutant, but he had grown tired of a restless back and forth, of questions that took him nowhere, of talking to a lab experiment.

"You. Have you any clue at all the effects your having on his physical body? He's lucky we didn't extract the symbiote from him or his internals might start shutting down."

"Blame. Blame. Blame. All you humans ever do is blame. Not Peter, he's never blamed me. It's not my fault we met, or bonded, or did any of the things we did. We were forced together by circumstance and we've made the best of it! You fail to see our joy and prosperity together. I was made and whatever effects are left over are those from the bastard man Connor."

 **[THE DARK SPIDER]**

Peter clutched his head. Throbbing, pinching, itchy, silence. It was rotting away the innards of his skull. His nails had bits of skin and blood and hair from all his clawing at his cranium. Pain, it was all he knew. Pure pain, agonizing pain, encompassing pain. He fell into his back, still clawing at his head, and laughed. He'd lost comfort, joy, and reassurance. He'd lost the closest thing he'd had to a lifeline since emerging from his coma and had it taken away. By rats and bastards. What had he done to deserve that!? Stop mutated Connors? Fight his lizard clan? Take out an up and coming villain?! What had he done dammit!?

His laughter was replaced by his pained screams. His throat was hoarse, and his ears burned at the sound of hearing himself scream that way. But what could he do? Alone, abandoned like he was, nothing, no one. Just pain. Always pain. His cold shuddering faded, as heat took him, threateningly as if to warn him that he was to be roasted alive. He rolled over, the cool tiles taking away his burning agony for a quarter second until the pain flared like a fire sprayed with lighter fluid.

He wanted to gouge out his eyes, bite off his tongue, break all his bones, tear off his skin, anything to stop the burning pain.

His trembling brown eyes scavenged the room, frantically moving from bit to bob and on, nothing could distract him from his suffering. His hoarse throat pulsed as a fresh scream ripped through him and he, mentally, begged for relief.

And then, in the distant and vast space within his mind. He heard it. The whisper. The soothing sound that made it all go away for a second. But it hushed and it all came crashing back done, reality and all its pain. He was lost, why was he doomed to suffer this alone? Could he not levy his burden by sharing it with other, if he shared his pain with alenough people then no one would hurt! It made perfect sense!

His palms pressed against the tiles, the pins and needles within tingling and shooting his nerves like when he'd been struck by lightning. Black ooze came from his pores and soon he was engulfed in a black, spandex like, bodysuit. The irritation had vanished, but the mind numbing silence was reinforced by wearing his second skin. It made it so much clearer he was alone again. He pushed that thought away, only to fail, so instead he turned his back to it. It was there, breathing down his neck, overbearing as it was. But a problem for later. He could wear his second skin forever...but what if he felt like removing it for just a second? All that needles pain would return! No he had to start giving it out so that they could all work to hold back the pain, not just him, never just him.

He found his reflection. There was no white. No spider insignia. No web pattern. No white eyes. But instead… a mouth with large sharp teeth, and a long pink tongue that was forked. He smiled and the reflection flashed his feral grin back at him.

Yes, yes, he could use this. He'd retrieve venom, he'd become Spider-man again. His color, his symbol, his eyes. All that was taken from him, he'd get it back. And dish out righteous fury to those that dared to take what was his.

A distant burning tingled the far edges of his head, but the pain was hardly felt thanks to his godly second skin. His precious treasure that no one could take. Not this, never this.

He turned to face the wall and reared back a fist before punching a hole into the synthetic titanium wall. His fingers curling around the outwardly dented metal and pulled it back, far enough to create room aplenty to slip out, to rejoice in freedom.

"What the hell!?"

The voice found his ears and his head swiveled to the shocked face of a boy in sunglasses...with an uncanny air about him. The bandages wrapped around his head definitely spoke to him. He was in pain, clearly, but it was nothing, nothing to the pain he was feeling, suffering, the pain that filled his being. That threatened to consume him, when he was alone.

The webs erupted from him instantly, not his arms, but his whole body. They flew to him, he narrowly dodged and grabbed the arm of his glasses and pulled them off. A red beam of concussive force slammed into him, and his webs failed to keep him standing there, they ripped bolted plates free, as he was flung back into a distant wall near the end of the hall. The pain vibrates along his spine like a giggle. His smile widened. Anyone so willing to give out pain to those already overflowing with it, needed a serious helping of it themselves.

 **[THE DARK SPIDER]**

Norman stared into the glass encased cot that had his boy resting upon it. He had been livid when he found out that Harry had become this way from Octavious' Super Soldier Serum attempt. The vile had been proof enough. Though the old business man couldn't understand what had compelled his boy to drink an unstable laboratory serum, and then kill his bodyguard, dismember the corpse, and then fuck it, but he also didn't understand why said bodyguard let the boy drink unstable lab serums!

"Alright, here it is. The serum Harry drank...good news is the effects are temporary."

Norman shot the larger man a glare, "I'm assuming there's news there that I DON'T want to hear."

"Right you are sir...while temporary, the effects are likely to reappear. Like herpes almost, I could potentially make a cure in month or so…"

Norman slammed his fist into the metal lab table.

"A month! You want my son to remain this lab experiment for a month!"

"If not more! What else would you have me do! I have no cure for this!"

Norman wanted to scream. He wanted to have Octavious murdered or left for dead in some third world country. Or anything that would get him out of his sights. But he needed the bastard. For now.

"Cure my son...or you'll both be seeing the end of your lives quite soon."

He didn't want to kill his son...but leaving him like that would be a fate worse than death.

 **[THE DARK SPIDER]**

 **A/N:** Hey all, I'm back!

So here's the first chapter of Act II and just so you know I just wrote it. Like right now over the course of two hours give or take. I'm doing this a lot lately, if I don't have work or something to do in the morning to make me wake up early I stay up late into the night and often enough end up writing. Though let me tell you, I did not want to write this chapter. I had zero f**cking idea what I wanted to do here. Everything you read up there was written in that spurt of the moment, and the next chapter will likely also be done like that, unless some good coffee and serious inspiration come my way. Anyhow, chapter thirteen done. Act II commenced. No reviews to speak of. I think that's everything I wanted to cover here. So till next time stay awesome, and...

 **THANKS FOR READING!**


	14. Pain in Silence II

**A/N:** Quick thing before the chapter. A thank you goes out to reader and reviewer **nataku2709**. While it's not about the reviews, but seeing them, and knowing someone enjoys (or reads) your work. More notes toward the bottom!

[THE DARK SPIDER]

As a maw filled with dangerously sharp teeth came flying at him, Scott did what he did best, he stared. Oh, and by staring, he sent a beam of highly concentrated concussive forced into the mouth that crashed back into the body it came from, which then crash into the wall at the end of the hall. Which seemed to finally go limp.

The brown haired mutant seemed to breathe a sigh of relief, feeling like his life was no longer in danger.

The ooze creature began to squirm before standing to its full height and letting out a feral roar, Scott bit back swear. His head was pounding and he was at his limits as far as he blast were concerned. Leaving him with running or fisticuffs. And to be frank, both options seriously sucked. He grabbed the arm of his glasses, ready to give it one more shot before running like a baby.

But suddenly the thing stopped and started clutching its head. A roar came from its maw as it threw its head back and screamed. The longer tongue dangling from his mouth retreated, and his fang filled jaw clamped shut, and vanished from his face. His bulging body shrank to that of one of an Olympic gymnast, large and mostly ovular white eyes appeared on its head, and a white spider insignia spread across its chest.

It silently stood there, taking everything in. Slowly it made its way forward, non menacing as it may have been, Scott still stood and started limping away, until their newest mutant, Jean Grey, came onto the scene. She rushed passed him and right toward the black clad berserker beast. She stood right before it, staring intently into the white pools it used for eyes, before huffing and wrapping her arms around it.

"I'm so sorry, I let that happen…" She cried loudly into his chest.

Scott grunted, looking at the scene, "Shouldn't _I_ be getting the apology? He nearly killed _me_!"

"My apologize Scott. My drawn out talk with the voice in Mr. Parker's head had more 'adverse' consequences than I had first considered." The aging mutant in a wheelchair known to many as Professor Xavier.

Scott was about to ask what he meant by that, when he suddenly felt a warm hand on his shoulder. He turned his head slowly to find the abyss like eyes of his attacker staring at him. For whatever reason the words from that movie about dinosaurs returned to him, vision based on movement or something, so he remained deathly still.

Jean walked up behind him, "He can't talk. Peter is currently...knocked out."

"What? But then, how is he moving!?"

"Venom has taken manual control until Peter wakes back up...I can translate what he's thinking to you...he says we need to have a talk."

 **[THE DARK SPIDER]**

A head of brown hair slowly moved side to side, in his hand a piece of ragged cloth. It was an inky black color, and the world around him was full of muted colors. His head felt fuzzy, and beyond waking up face down in the dirt back their, he couldn't recall anything. Almost like...he'd lost his memory. But he pushed that thought aside, finding it stupid and silly. How many people lost their memories, it was one of those statistics you heard and promptly disregarded. But even as he walked down the empty sidewalk, getting further and further away from the park he had woken up in he couldn't shake some odd feeling. Like he had to be somewhere for something.

"Hey...can you help me?"

A soft voice spoke up, and with tired eyes he scanned all around him, until he saw it, more accurately him. A tiny boy with a yellow cap in a blue t-shirt, and white shorts. His feet were bare and looked scuffed. He slowly trudged over to the boy, his legs felt like he was trying to run through quicksand. Though, he felt himself like the kind of person to not give up, so he kept moving until he reached the boy. Suddenly everything looked to bright.

"I'm sorry to bother you...but I lost my mommy...I can't find her anywhere…" The tiny boy sniffled.

A soothing sound rushed by his ear, and he felt dim. Hollow, like someone calling over a vast desert. He shook away the feeling and crouched down to place a hand on the kids shoulder.

"I have some time," He said before realizing he didn't think he did, "What's your name kid?"

"Benjamin...but mommy calls me Ben...what about you mister?"

Ben huh...why did that make his chest ache so much? More to the point, what was his name, he felt like it had a P and maybe somewhere in the middle there was a T...Parker? He tasted the name, it felt familiar enough on his tongue.

"I'm Parker, c'mon Ben, let's go find your mom," Parker disinterestedly said, walking further and further away from the park.

The two walked in a muted tandem. Their foot falls mirrored one another, and each one swayed the their hands in perfect sync. Like they were one and the same. Benjamin and Parker...Ben...Parker…

Parker stopped, they were nearing the end of the street now, there was a stop sign next to him, he used it to keep himself upright.

"Parker? A-are you alright? Why are you crying!?"

The taller, and older, of the two...being Parker...clutched his chest, a once distant pain that had become numb throbbed with new life. It pounded in a way that could be likened to a beating heart, but fiercer. And from Parkers clenched eyes came a stream of tears, his lips were parted but no sounds could escape the blockade in his throat. Tiny hands clutched the fabric of his pants, they clung to him, they shook, they called to him. But he couldn't move. He was paralyzed in himself. He began to felt the earth beneath his feet shift. Cracks formed and tore apart the ground around him, bits of rebar poked through the concrete like deadly spires. Parker looked down, tears still pouring from his eyes, he picked up Ben and ran. Back toward the park was his first choice, but then they heard it.

"Ben! Peter!" A shrill cry from a woman, she sounded old to parker, like someones great, great aunt kind of old.

Ben stopped, Suddenly Parker felt weightless. He looked around, everything was still falling apart, but he was no longer carrying the young Ben, instead, he was now a tiny child in the arms of an older man. The old man had a blue t-shirt and white golf shorts, with a pair of loafers. His face was one of pure terror as he looked around, he kept muttering something.

"May!"

Parker grabbed the loose fabric of the mans shirt and mumbled to himself. He was scared, so very scared. He needed someone to say something. Anyone to say anything!

A large hands rubbed his head. His eyes, that he hadn't realized he shut, were open again. He was staring into Ben's brown eyes, he was trying to sooth him. Reassure him...but the words...they weren't coming out of his mouth, like someone had muted him.

"Ben! Peter!" The old woman called again and this time both of them snapped their heads to the side, she was just across the street, in the opposite direction from the park!

Ben began to run to her. But a building collapsed and hundreds of steel beams kept them apart. The word _RaZoR_ carved jaggedly into all of them. May stared at them, the ground beneath her cracking and breaking apart. Ben reached through the beams for her, Parker still held close to his chest. But it already too late, she was gone, stolen by the dark depths, kept away from them by Razor...Parker could feel his chest ache, his head pounding.

The cracking earth caught up to them, and just as both Ben and Parker were about to fall into the abyss, Ben threw Parker to safety to more stable ground. The last words Parker from from Ben were...run!

So he did. He stood and looked toward the park. And ran. He ran as fast as he could, as hard as he could. But he didn't make it. The earth ripped open right underneath him. And so he fell. Fell into the cold nothingness below.

He didn't know at what point it stop feeling like falling, but it happened. He wasn't moving, he was simply stuck there in the nothingness. He couldn't move, couldn't feel, taste, hear, smell, see, anything! It was gone, things he'd once thought so...trivial, were now gone, and he missed them. He missed them dearly.

Suddenly. The cold shrank away, and he felt it. Sunshine. Golden, radiant, alluring. It was there, calling to him, begging for him. He wanted to reach out, but his arms wouldn't budge. He wanted to mutter words of reassurance...but he couldn't. He just wanted it to stay...but it didn't. Seemingly as quickly as it came, it vanished. With it left the warmth, and in its absence the cold rushed back in. It was choking him, a kind of cold that was all consuming, suffocating! He couldn't breath! Until he felt it all vanish. A fiery red ball of comfort appeared. Were the yellow shine had been alluring and warm, it had been distant, too far away to ever truly be there. But the orange, the red, it was there. Holding his hand, giving him reassuring squeezes. Staying with him for countless ours...true that in its absence the cold would return...but its warming touch lingered and remained with him for so long after, that he only suffered moments until they were reunited.

His throat tightened. It was back, the sensation of falling was around him again, with a renewed vigor he plummeted toward...nothing.

Until he slammed against it so hard, he thought he'd become a pancake. Water, cool, refreshing, life giving, water. It washed against his hot flesh, and rolled off his skin, taking it with it all the agony from before. He realized then, he could taste, he could touch, he could smell...but hearing, and sight still eluded him. Happily he splashed around. Until he saw it again. Distant rays of golden yellow, piercing the veil of darkness. But still too far, as if they weren't really there. But then, it came back, it had been absent for longer than before, but the orange was there again, the red was there again. Happily he would close his hands around that feeling. The feeling of comfort, of security that latched around his hands, that laced between his fingers.

But it wouldn't last. The water spun inwardly around him, it created a whirlpool. It swallowed him whole. And when he crashed hard on his back...he thought that it was finally over. That it would finally end. But as he hoped for it, for it all to end, he recalled the warm glows. The orange, the red. He missed them. He longed for them. But he didn't have the strength to hold out for them. To fight against the pain for them. Not like they had for him.

But they had never asked him to, they never expected him to, right? Even if they did, how could he have known, he had no hearing with which to speak of. The thought brought a frown to his face. He was excusing himself. Giving it away. Ignoring the sacrifices of others. Their hard work, their patience. He would throw it all away, for some relief. No damn it! He couldn't do that! He had to be strong!

But he couldn't do it alone...he couldn't find the strength to move!

' _I can help you..._ '

'Wait...what?

' _I can help...if you let me, if you accept._ '

This was it, something had heard him, and was giving him an answer, was offering its help! He had to take it!

A warm feeling enveloped his whole body, his muscles no longer ached, and his senses returned to him a hundred times better than he could have ever hoped to have felt them! He was reborn, he could finally do something, he could go back to those he'd left behind….

Who had he left behind…?

He was slowly sinking into the ground. Being consumed by the warmth he'd longed for...but now that he had it, and so much more...what was he supposed to do. He slowly sunk through the ground and after he was completely consumed he free fell, like a being lowered by a rope. Until he was suddenly jerked. White threads came at him faster than he could ever possibly perceive. They wrapped around his wrist, ankle and head and held him stout in a stiff crucifixion. Blinding white spotlights cut swaths through the pitch black darkness to reveal...him?

Multiples of himself even. Dozens, but most of them were asleep, lying on their sides with nothing but softly rising chest to confirm their breathing. But then the others were different, lively. One of them was a shivering mess, with frizzled hair, and covered with bloody scratches, another a scowling, frothing at the mouth rage-a-holic. Farther from them was one prostrated, muttering without end, begging for something. And then, right before him, a perfect copy of him, seemingly exact, except for one difference. He seemed confident. Unmovable. The world could come crashing down around him but he would remain this perfect shield, the unbreakable pillar...it filled him with envy.

He looked around again, and realized how easily he could have become anyone of these, how he like was a bit of all of them, but he wanted to know how be like that one. How to be stronger than he was now. So that he would never be pushed backwards into that... _hell_.

The lights, except his, cut off. He closed the gap between them. Their eyes met and they stared indifferently into one another. Well, that wasn't true, the personified confidence stared indifferently into him, but he was staring with a way that bled envy, envy and jealous.

"Get a clue." The confidence apparently wasn't for show, his voice boomed like thunder and demanded attention, "You want to be strong? Work for it! Stop waiting for people to hand it to you!"

He wanted to shrink back, but the webbing holding him stiff wouldn't budge.

The light that was around began to shrink in.

"Grow up. Move on. Stop thinking your the only one whose felt it. Whose lost from it. Become better to become strong!"

The light vanished, and with it the confidence. Parker sobbed into the abyss...for now, he was truly alone.

 **[THE DARK SPIDER]**

 **A/N:**

I wrote this in the span of two to three hours. Maybe less. The reason it's going up so soon is because I left for so long, and after getting back waited for so long to post anything. Also, I'm thinking of changing the genre from Tragedy, humor to Angst,Humor. Any thoughts on that?

 **Review Replies**

 **nataku2709:** It's good to be back, and thanks man. Always appreciated.


	15. Pain in Silence III

**A/N: Quick thing! From now on, review replies will be at the beginning of each chapter! Other notes at the bottom.**

 **nataku2709:** _Thank you. Yeah, considering where the story is going I feel like I should warn people angsty it'll get soon..._

 **[The Dark Spider]**

The silent alarm began to beep and heavy foot falls filled the small shop. Glass cases shattered, and gloved hands rushed to fill the bags to the brim with the merchandise that had been on display. Upon the jewelry stores tiled green floor were the shaking buyers and store runners. It had all happened so quick, like a bolt of lightning had struck them all, and now their precious reality was coming apart. Rubber soles tracked around, hard, stomping, steps echoed in the building. It hadn't been long, but each of the five robbers was already sweating. None of their hostages were panicking, and the police had yet to respond. Each of them had been assigned a job. Rubio and Lamar were getting all off the goods from the display cases, Max was in the back getting the safe and storage room open, Jess was outside, barely a block away in the getaway car, and Marco. Marco had the simplest and most important job. To keep an eye for the cops, to notify Jess to move in, and to keep the hostages settled.

His smiled shined through his ski mask, and one of the trembling little girls nearby him pressed herself tighter into her mother. He hated keeping hostages, especially kids...his mind always going back to his little Keemia, or his wonderful Alma… it was hard to do, go out, take, extort, kill. But it had to be done. It was worth it for his Keemia.

Marco was torn from his thoughts as Rubio screamed, he turned, his shotgun already in the air. Rubio was gone and Lamar had a panicked look in his eyes. Marco already knew what was coming. The bug had become a kind of boogeyman for criminals. Big or small.

"Max! Get out here, we got a bug problem!" Marco called to the only other member of the score who had been outfitted with a gun. Lamar walked away from the windows getting behind Marco, suddenly the man yelped and Marco spun on his heels to find his partner was missing. A black blur fell from above, Marco shot the spent shell ejecting from the magazine, the buckshot flying through the air as it hit nothing, filling the far wall with tiny holes. A black hand pushed up pointing the barrel skyward as the other began to repeatedly punch into the man's gullet. Marco bent forward, his grip on the firearm waning as the air escaped his lungs. The weapon was wrenched from his hands and a kick to the chest sent him back into one of the glass cases with enough force to send both crashing down.

The black clad figure pointed the shotgun at the doorway and shot, the buckshot pierced the window shattering the glass, the wooden door splintered, and the man who'd been lining up his own shot yelped in surprise. The man extended his open hand, a white web-line extended outward and caught on the exposed barrel of a rifle that was quickly pulled from the man's grip. The agile figure leapt forward and landed on the wall the man was hiding behind before punching through and ripping the cowering figure, a balding caucasian in a turtleneck and jeans. The man's eyes quivered within their sockets as they met the white void eye slits on the agile heros mask. Before he could even beg for his freedom a fist crashed into his face, his nose crunched under the blow pain spread throughout his whole face like fire, his dominant hand was stepped on, the bones in his hand making a similar crunching sound to his nose, then his whole body was covered in webbing, keeping him grounded to the floor.

The black clad hero spun around grabbed a scared man by the collar, he had gotten to close, too quick.

"T-the other one! He'd getting away!" the man in his grip said before being pushed aside, the hero vaulted over the counter, and ran out the door, he looked both way before ultimately deciding left.

Further down the street a man with two jangling bags of jewelry and wearing a ski-mask sprinted for his life toward the getaway car. Jess had never been notified, but if he made it to the car and they punched it, they could still out run the irritating web-crawler. When his eyes finally found the two-thousand- and four Ford Focus, its chipping grey paint made him want to cry!

His feet were suddenly bound together, and as he fell the bags went flying from his grip. One landed in traffic, the other spilled on the sidewalk at Jess's feet. Her cigarette dangling from her lips. Her pale blue eyes brightened at the sight of so many diamonds and polished golds. In a flash she had scooped up the goods and had them back in the sack, which she tossed into the car through the open window. Her stare turned to the Marco, his hand outstretched pleadingly as he fought to loosen his snare. She frowned before sliding across the hood of the car and getting in the driver seat. As the vehicle roared to life and the car change gears. The tires burned out as she quickly turned and readied to pull out into the street.

The wind rushed past Marco as his stared at the unbelievable. The scrawny hero lifted the car high above his head before smashing it side first back on the pavement. Even though she had just left him to the mercy's of the police and a mute vigilante, he was still worried about his partner.

"Jess!" He found himself calling, as if calling out would mean anything.

The agile hero jumped up onto the side of the car and ripped the door off, flinging it without a care into an ally, and pulling out the dazed woman. A deep gash had formed on her forehead, blood ran down the sides of her face and her eyes seemed to roll around without purpose. He threw her against a wall and webbed her in place. Marco had finally gotten free from his snare. So he turned and ran into the nearest store. A coffee shop, mostly empty, but a few kids still lingering about. It bugged him, but he couldn't get caught, so he rushed toward the nearest table.

As the agile hero came bursting in through the large glass window he seemed to pause at the sight.

Stuck in a headlock was the blonde haired girl he'd once known, pinned to the ground was the blond jock she went around with. As he stared at the ski-mask wearing man, completely calm, he tilted his head. The best way he could to convey his confusion.

"Yeah!" Marco called to him, "That's right, I got hostages, kids!, so unless you want to see this one get hurt you'll let me walk out of here!"

"Spider-man! Don't listen to him!"

The hold around her tightened, now she was really struggling to breath. Pinned beneath the oversized foot was her close friend, he struggled to open his eyes but he slowly bit out in an almost inaudible cough, "Stop...Gwen…"

He was scared, that much was obvious. How could it not be, he'd hate letting someone do this to Gwen, let alone himself, but what else was there for it! He hadn't been able to stop him from punching him in the gut hard enough to go down, or keep him from taking Gwen in a headlock. He could only give the guy what he wanted and hope he'd let Gwen go.

"Well! What's the matter! Say something!" Marco screamed he never liked getting the silent treatment, and something about getting it from a lean hero who could take out three men, lift a car, and was fast enough to do it all in less than ten minutes, was unsettling to say the least.

Spider-man righted his head, before turning around and walking out the door, while it was still swinging closed he launched a web-line off and was pulled out of sight.

Marko sighed, that was a good sign, he stomped hard on the kids back before pulling his hostage toward the door. It could've been a trick. He wasn't sure. But he'd rather be safe than sorry. So he slowly stepped out of the building with the hostage still in a headlock. He look around but as his head began to swivel right his feet were ensnared by a familiar web and were pulled out from under him. The pair of them fell with a hard thud, his shoulder hurt, it had likely been crack from the force of the fall. The girl had slipped from his grasp and was running down the sidewalk toward an oncoming officer.

Marko was about to turn to begin fighting his bonds again, before he was pulled up and forced to stare into the white nothingness that served as eyes on the heros face. Hands wrapped around his neck, Flint Marko was many things, but a pencil neck wasn't one of those things. Surprise and terror filled him as the thin and bony fingers of the hero wrapped around his neck and the tips connected at the back. Hot tears rose to the surface in his eyes and spilled down his grainy face. His usually almond colored skin first grew a shade darker, then began to shift to red. His chest burned and grew tight. His mouth was open and he desperately begged for air, it wasn't coming.

"Spider-man! Stop!" He heard it. His now bloodshot eyes moved around, frantically searching, before landing on the blond he had used as a captive only moments earlier. She was pleading for him now. Begging for his life. He still didn't want to die, not like this, but he felt ashamed, more ahasmed than he had in months.

Spider-man pulled him forward before slamming him back into the building, finally releasing his grip. His mouth dropped open as he gasped, he sucked in gulps of air like a drowning man pulled from the sea. Guns were drawn and pointed...but not at him.

"Flint Marko, and Spider-man, you are under arrest! Turn yourselves in quietly!" Captain Stacy barked from behind a squad car, megaphone close to his mouth.

Spider-man looked around at the eighteen or so officers surrounding them, his head tilting to the side like when he had confronted Marko. With a spin he kicked Marko in the cheek, instantly cracking his jaw, before jumping over the officer and landing by Gwen his arm winding around her waist before he shot a web-line and pulled himself away. Everyone turned when they heard gunshots, their captain was firing, poorly, at the vigilante.

Her shrill scream echoed loudly and she remained screaming, and kicking, until she was tossed onto the hard roof of a small apartment building. Spider-man looked at her, the white of his mask seeming to shrink as he peered at her. Stared through her, into her. Unclearly he turned around and began to rub his face. He seemed tired. Irritated. Like he had been testing something and was fed up with the results. He turned and soon Gwen found herself wearing the latest in fall fashion, a web straight jacket. She was forcefully turned around and felt another line being stuck at the center of her back, before she could ask anything she was pushed off the ledge of the building and lowered down to the crowding officers. She was quickly pulled into a hug by her father.

"Gwen! Did he hurt you!?"

She was dumbfounded. Still so very confused by the way he had acted, the things he had done. She shook her head no, being unable to find the words. She gulped as his shadow passed over them, he swung away, and like he came, quick as the wind, he was gone…

Tires screeched, and everyone turned their heads to see a sports car pull up, with a handful of odd figure inside. The driver, a muscly guy with a red visor stood up, "We're looking for Spider-man, please tell us where he went!"

Captain Stacy held his tongue and Gwen still couldn't talk. One of the surrounding officers that was too confused to care pointed in the direction the vigilante had swung off in, with a similar shriek of tires the odd ball group was gone. Gwen pressed herself deeper into her father, she was scared, unsure what to do or why any of that happened.

 **[The Dark Spider]**

Knuckles wrapped on the wooden door and as it was opened, a burly man in a plaid shirt and beige cargo pants stood in the crack. The mans hazel eyes went wild at the sight before him. He rushed to slam the door closed before a hand reached in and tightened around his face, the fingers dug into his skin and pressed against his skull making it feel like his head was about to pop. Pulled forward and disoriented he failed to block the knee that wedged itself in his gut. Drool poured from his mouth as he gasped for air. His jaw was clamped shut as another hand pressed up on his bottom jaw. His teeth clacked as they were forced together. His head violently twisted before very suddenly...there was nothing.

The limp body of the man was sent limply back into the room, his ragdoll body crashed into a still hungover brunette woman. She wore a violet vest that was unbuttoned and left her midriff exposed, and had her skirt around her ankles. The floor leading over to the T.V was littered with beer cans and bottles, she seemed taken back by what had happened. Spider-man turned his head over to the counter, it was piled high with eviction notices. The woman was desperately trying to push off the body of the man pinning her down on the couch. She wasn't crying, wasn't screaming. Just fighting against the weight on her chest, fighting with all she had to get free. Kneeling beside her left her pupils dilated. She began huffing air, seemingly unable to get enough into her lungs and brain. Panic, she was having a panic attack. He brought two fingers to hr forehead, the material of his suit quivered, before black veins began to crawl over the surface of her skin. They entered through her nose. Her ears. Her eyes. She squirmed against it, she fought, she gagged, but eventually her body went still. The black veins began to bulge and pulse for a moment before retracting. He tilted his head, taking notice of the wet spot on the couch. She had urinated herself. He shook his head before he dragged the couch, bodies and all, over to the door. Barring it. He then found himself in the kitchen. The pantry was scarce, canned vegetable mostly, he put it on the counter, the fridge was even worse. A half empty carton of milk, a few water bottles, and an odd looking green ham. Pulling out the water bottles and setting them by the can, the mask began to quiver around his face. The black material slowly receded exposing a pair of pale pink lips and pale pasty white skin. Hands slid over the top of can, the aluminum covering crumpled and peeled apart. Corn, carrots, and peas, messily found themselves being poured into an open mouth and ferociously chewed. His chest being covered in the syrupy water that held the greens. The plastic caps were popped off each bottle and held high above an expectant mouth. It had been nearly a week now, they were used to this...even if it was slow going and beyond frustrating.

The black clad figure stumbled out of the kitchen and into a bathroom, an inky black tendril came out and turn the lever, cold water came rushing down. The tendril retreated, and the figure sat upon the tiles of the shower, slowly the black material of his suit retreated, leaving him buck naked in under the running water that pelted his skin. His back pressed against one of the walls, knees brought up close to his chest, and head limp. Another black tendril came from him and reached for the soap.

The rinsing off had been quick enough and and drying himself was a simple process of finding the bedroom and rolling over the sheets. Standing there, a glance was shot over his shoulder. They hadn't broken into the apartment, but they had killed two people, taken their food, and used their shower without permission. His head pulsed, he turned back to the window to find a car pulling up the apartment. They had found him in record time. It was beginning to grow irksome even.

He took three steps back before running forward and diving out the window into a triple front flip before throwing a web-line and swinging away, leaving his pursuers behind. They hadn't asked for help. They were taken in, and because of the actions of those beneath them...an important part of them had suffered. Horribly suffered. Now that part was lost, lost, and silent. Tucked away within themselves and refusing to find meaning.

All because of them…

 **[The Dark Spider]**

 **A/N:** _Hey all! I wrote this chapter in one sitting, literally maybe half an hour before posting. For those wondering I wrote this listening to Nonpoint, key songs being 'Bullet with a Name' and 'What a Day' do these matter? Probably not! XD but I felt like sharing. Things are happening, we saw Brock and Gwen for the first time in a while, I almost forgot about em' honestly, Flint Marko was introduced. He'll be doing stuff later. Umm...I think that't it. If you have any concerns feel free to PM me about them or leave a review about whats bothering you.  
_

 **THANKS FOR READING!**


	16. Pain in Silence IV

**A/N: Review Replies!**

 **nataku2709:** _Thanks again for the review, and as for your hope, we have yet to even see Venom, so prepare yourself for the MAYHEM! Enjoy._

 **[The Dark Spider]**

Jean pressed herself further into her seat, her eyes almost as deep a red as her own hair, her nails chewed to the knub, her shoulders slumped, and fingers pressed firmly against her temples. A soft wind dying around her as the car they were in pulled into the gas station. Her pulsing heartbeat and throbbing migraine became seemingly a thousand times worse without anything to distract her from them. She licked her lips as she slumped deeper against the fabric of her car seat. It felt inviting, the embrace of sleep wrapping her up instantly, though she fought it back with all she could, it pulled harder. Her eyes moved back and forth, her thoughts stretched out further than she had ever dared. She'd been a telepath for little more than a week at this point and already she had over-exerted herself to the point of collapsing twice. It'd have been humiliating if not for the all consuming thought of Peter slowly being consumed by some lab experiment.

A hand fell on her shoulder, large, meaty, furry, blue. Beast slid forward from his place in the back seat. His eyes concerned, and his other hand holding up a smartphone. A map was displayed with a dark black spider on its center. Another mutant with powers not dissimilar to her own, but different in what field they can affect. Stunningly the younger mutant built a tracking device and with the help of Iceman and Firestar they had planted it on Peter, or Spider-Man/Venom, without their knowing. Her vibrant emerald colored orbs twitched as the screen flashed. The tiny spider on the screen hadn't moved in almost a thirty minutes...which was worrying since Venom had yet to taken a moment to rest, any long term rest that is.

Jean moved to say something but found the words lacking. Her throat felt dry and tighter from under use. She had spent so much time expressing herself with her powers that she had been forgetting to talk, the small metallic ring around Beast head apparently dampened her powers, or all telepathic powers...somehow. She struggled for a moment, then two, before coughing roughly.

"What...is it…?" She managed, sounding like she had finished her second pack of cigarettes for the day.

Beast frowned a bit deeper at hearing Jeans voice, like he had also just realized what she had done to herself, "It appears even the perpetually travelling Spider must stop. Once Mr. Summers returns we should be able to head out and finally catch our wayward friend."

Jean offered a strained smile, the muscles in her face hurt from the mere thought of expression, let alone the actual act of expressing anything. She turned her head back to the dashboard and blinked. Then again, but slower. And once more, even slower. Until she let her eyelids close, and simply did not open them again. Half asleep. Half awake. Her powers flaring unconsciously, her desire to remain conscious forcing her brain into overdrive to provide her with as much conscious thought as she could. Her eyes were closed, her other senses dulled, but she could vaguely feel it all out. Scott coming back and filling the tank of the car, Beast handing over the locator, and sudden negative pull from Scotts mind.

"I can't wait to squash that pest." Scott muttered, his irritation bleeding wrath. Beast sighed with contempt before waving away the words, and whatever intentions where with them. Jean shuddered, physcally, and tried to force herself awake, she would never sit by and let anyone bad mouth her friends, especially now, but she had no strength. Least enough to remain like she was. Slowly she entered a more normal sleep mode.

 **[The Dark Spider]**

Light shimmered. Days and nights meant nothing here. Worlds seemed to drift by, building rose and fell, and numbness filled him. No longer was the burning itch of pain wriggling just beneath his skin, stinging his eyes, stabbing his scalp, grinding against his bones….now he felt nothing. Heard nothing. Smelled nothing. Tasted nothing. He could only see. See the blackened world, the realm of a never ending abyss.

His gaze would shift and find motion, action, movement. Featureless silhouettes going through the daily motions, doing all the things he could no longer do, taunting him. He would come to despise them. Those beings of grey that hovered just outside his grasp, doing what he could not. He realized that while his senses had been taken from him, all but one which he begged to be rid of, he still felt emotions. Or one emotion at least. Hatred. His resentment to his bindings. His loathing glare to those that so casually passed him by. His detestation to meaningly passing of the sun and moon. And his abhorrence to himself. It had been many years...days…? Since he had fought against his binding. He had lost all that had pulled, pushed, him to move, to fight. He was a shell. An empty vase of flowers in desperate need of water. The petal long since turned brown and wilted. The stem shriveled and shrinking. A single darkening leaf the only sign of life still present.

The occasional flicker of life behind the darkened eyes of his. He stared ahead. Past all the look alike background extras, was a head of fiery red hair. Within his center, a pulse could be felt for the first time in what felt like a century. Her vibrant green eyes and perfectly tanned skin framed by her long wavy red hair, her lean but curvy frame. Her never ending smile. He felt the unfamiliar curve reach his own lips as he smiled at her. Their eyes connected, their gazes lingered. And for a second she simply stood their, silently debating, mulling, something over within her pretty head.

He longed to part his lips and scream, beg, for help. To have someone simply reach out and save him, be his hero, his savior. To be free from this nightmare. He longed for it. For freedom. The beating in his chest threatened to stop when she took her first step toward him. It began anew with renewed vigor once she passed the crowd and stood mere feet from him. Her smile wide, her eyes excited, her arms spread invitingly. Her body swayed for a moment before she stepped forward and took him into an embrace, her warm glow burning away the frigid webbing that held him in his would-be-permanent crucifiction. Slowly her body pulled away, and his blood stilled, frozen in his veins, every inch her body pulled away, he could feel the freezing webbing inching closer. He reached out and pulled her close. So close that it hurt him. His muscles no longer used to the strain ached and cried from the sudden pull, he could feel them tearing and ripping, but he could care less. Her warm cheeks pressed against his own, her arms wrapped protectively around him, her fiery red hair burning away the webs that slithered in the dark like hungry vipers.

His face found a place in the crook of her neck, she smelled sweet, like strawberries. The green shirt she wore was woolly, a puffy material that 'felt' unpleasant on his pale skin. Her breathing tickled his ear, the warm breath touching the ridge of his ear and echoing within the canal. He buried his face deeper, or would have, if she had not brought her soft hands to his face. She pushed him up, their eyes connecting, her smile even brighter, warmer. She licked her lips, a hesitant glint in her usually confident and excited gaze. A stinging feeling left his eye as something warm travelled down his cheek, her thumb brushed against it before bringing it to her lips, her tongue passing over it, she smiled, sadly, before slowly leaning forward. Their lips pressed together. Softly at first. Only for a second. Barely noticeable. It left him with a taste of something...minty. She let her teeth nibble her bottom lip. Irritatingly she had remained still, forcing him to act, the cold webs already encroaching upon him.

He forced his lips to hers. Softly, then harder, a closed mouth kiss, her soft and warm lips connecting with his cool and cracked ones. It could have been minutes, it could have been hours. Their lips would brush together, then slip apart, they'd breath, slowly, her face darkened with a bright dusting of pink, his skin darkening with its own touch of reddened cheeks. She leaned further into him, they toppled back, Her body pressed firmly against his. He felt his tongue pass gently over his lips. He craned his neck forward and placed a soft peck at her lips, her head came down with his extending the peck into a full kiss. Their lips remained together. Her hands clutched the fabric of his shirt, one of his went around her waist, the other finding purchase of her thigh. His fingers firmly dug into the fabric of her pants, ironically enough they Jean was wearing jeans. She moaned into his mouth and he snaked his tongue into hers. She recoiled from the sudden invasion. Surprise clear on her face. His own carefully blank. His nerves were on fire, he wanted desperately to no longer be alone. Slowly she brought her lips back down and they shared a passionate kiss. They struggled, backward and forward, each one longing to be the dominant one. Her thighs tightened against his abdomen. When she finally retreated for air a bridge of saliva hung between them. She smiled down at the body before a whipping sound filled their ears, she jerked harshly before being pulled from him.

His hand shot out like a bullet to take hers, to keep her here….wether for her company or to keep the frigid webs away he was unclear on. But the icy touch of the sticky substance ensnared him instantly, it pulled him roughly back to position, suspended above the ground, his senses returning to their numbed states. He forced his head as far back as he could, the last of Jean that he saw was her fiery red hair being taken by the black abyss.

Solitude become his everything...once….more…..

 **[The Dark Spider]**

Jean jumped and looked to her side angrily, a blue hand gripped her shoulder, Scott looked at her blankly as Beast urged her to look toward their destination.

The gas station they had been at what felt like years ago was gone, they now sat parked in an abandoned motel parking lot. A cold and silent humming coming from one of the rooms. She turned to see Scott flashing her the tracking phone. They had reached him, finally. She felt her cheeks redden as she recalled her dream. She turned determinedly to the building, and took one step forward before stilling.

The constant humming, like a ringing, vanished. It was like a soft wind blowing through a barren hall. Before erupting into a feral roar. Wrathful, lustful, prideful, envious, greedy, glutinous, and somehow still slothful.

The wall of the roaring exploded outwardly and from it descended a muscly black shadow with snow white spider on its chest. A crooked smirk split its face in two, a long pink forked tongue dangled from a mouth filled with sharp fang like teeth.

Its white eyes narrow with frayed ends adding to the feral estetic. Its roar ear piercingly loud as it cried to the heavens. His hands spread out as if to greet the world. The gesture almost had him standing in a T-pose. His head turned side to side with several sickening pops. Its 'eyes' landed atop Jean, Scott, and Beast, before it seemed to smile.

"Hello, _'we'_ are **VENOM**!"

 **[The Dark Spider]**

 **A/N:** _I imagine Venom sounding British in that final scene. But then again, thats stupid since before being bonded to Peter 'Venom' had only bonded with a few lab rats, rabbits, and like ONE 'human' before this. Anyway, here's chapter sixteen, in all it's romance, angsty, self despair filled glory. Hope everybody enjoys it as much as I enjoyed writing it.  
_

 **THANKS FOR READING!**


	17. Emerge I

**A/N: (Sorry about the overly long break.) Review Replies!**

 **nataku2709:** _Hey man, thanks for always reading the chapters, and leaving reviews. Their awesome, as are you. Sorry about the wait for such a meh chapter.  
_

 **gakrolin:** _Heh, heh, heh, I can't blame you for thinking that, but really I just took a longer than expected break from it all, but I'm back now. Thanks for the review._

 **[The Dark Spider]**

Adrian Toomes, was many things, a genius, a philanthropist, a scholar, a family man, a humble gentleman, but if there was one thing he wasn't….it was the type of fool to forgive. Forgive the wrong doings of self proclaimed heros with anger issues that go around assaulting innocent men testing their prototype hover-flight suits, or the rich bastards that tossed away those he felt couldn't be of use to him only to then steal what was never theirs.

A rough growl rose from his throat as his dilated pupils frantically moved around his eyes. The bright white light that was pushed down on him was blinding, and the people who had 'arrested' him for 'stealing Oscorp prototypes' had been less than kind. He spent no less than sixteen hours strapped to a table, sometimes belly down, others back first, either way, he'd be strapped to a metallic operating table with only the sound of humming machinery to keep him company. It'd been days...or had it been weeks? He'd lost the concept of time around the same time the flight assistant artificial intelligence started whispering sweet nothings to him.

His parched tongue dragged over dry lips, and did nothing to moisten their chipping disposition. He coughed, loudly, dramatically, usually that would signal his watcher that he was in need of a break from his table. However it seemed today he'd receive no such commodity. Rough and cold metal fingers dragged across his cheek. Glowing blue lenses, meant to be eyes, shined with a dim glow. The perfectly rounded tips of the androids fingers stopped at the corner of his lips. Cool, refreshing, and hydrating liquids poured against his mouth, which he greedily gulped down.

The blissful source of hydration was cut agonizingly short for his taste, as his flesh chilled as the android planted its heavy hand on his chest. The machines boxy head came down next to his ear, and in a voice to pleasant to ever belong to a machine it said…

" _ **Would you care to leave?**_ "

Adrian heard himself gasp. For however long he had been stuck in here, with no human contact, one thing he had never been tempted with, was the delusion of escaping. But after however long this machine shows up and offers him salvation!

He swallowed hard. Like a rock being dropped into a basket from eighty feet up high. His quivering lips, and frantically searching eyes, and shaking body all fought against him. Hope. He had just been presented hope. He wanted to spit at the droid, to send it back to its broom closet and be done with it all. But he couldn't so instantly give up on his one chance. On some saving grace which may or may not appear again. So he made his choice.

"Y-yes...I would like to leave…" He said shakily.

As the words left his mouth his bindings vanished and he found himself standing in a the same room. The table had released him and retracted into the floor. He shook, barely able to stand as he had done none of it by his own power since the beginning of his 'incarceration.'

" _ **Can you fly at the moment?**_ " The gentle voice of the robot asked and Adrian looked into its now blood red eyes.

Adrian closed his eyes as he let the mental controls sync backup, now that he was unattached to the table he could feel that whatever was locking him out was now gone. His wings were now his once more. He stared into the crimson lenses of the machine and nodded, his metallic wings slowly expanding.

" _ **...Good…**_ " The robot supplied as it walked over to the wall and placed its metal hand flat against the surface. It turned to face him one more time, a beeping sound emanating from its chest, " _ **Welcome….to Hydra...!**_ "

With its parting words the machine exploded in a brilliant shine of blue and green, and the sudden roar of rushing wind filled the room. Adrian started outward at the blue sky and shining natural sunlight. His freedom was truly at hand. Without a second thought he ran out the exposed section and let his gliding body soar. His speed rapidly increasing, to the point that his previous prisons blaring alarms could no longer be heard.

He would have hollered for joy...if not for the fact that he was right about to fly into a swirling green portal in the sky?!

 **[The Dark Spider]**

Venom.

A name that needed no follow up, at least _they_ thought as much. It was bad enough that they had been separated once, it was even worse that after being put through all that inside their head that they were expected to just be okay with going back to **those** freaks. Yes, **they** were the **freaks** , not _them_. **They** were stupid, dumb, bumbling lackeys, but not that there was no symbiote, there was no Peter, there was only venom. One, whole, completed being. Even if it had taken longer than wanted.

But now that they were together, what was one to do?

That's right, the past three days had been pure and utter boredom! How was one supposed to show off and set the public straight when everyone was too scared stiff in their boots to do anything! But that had all changed. Yes, their patience had been rewarded.

The black wearing figure known to all as Venom dropped from the ceiling of the convenience store and onto the red soaked counter. The man who had been waving around the gun started with numb eyes at the bloody stump that was once a hand. His shaking blue eyes looked up at the face splitting smile that showed off thirty-four pink tinted razor sharp fangs, all jaggedly resting in the mouth of a muscular figure that stood larger than life. Before he could even find the sense to scream a hand wrapped around his throat with crushing force.

" **Sorry, pal, but you got caught...** _ **RED HANDED!**_ " Venom proceeded to let out a bombastic hissing cackle like laugh, his long red tongue lashing around in the air. All of this accented by the fast that he held up the robbers bloody stump to act like a prop for a comedy act.

Everyone in the store flinched, scared to their wits end, a few even smelling of pee. The ruckus laugh of the large 'hero' died down and his smile seemed to crack as it become a frown.

" **What do you think? Too much? We're still trying to get the whole light-hearted stickler/jokester thing down.** "

At this the man finally began to gag, his face nearly blue from the oxygen deprivation. His eyes bloodshot and popping out from their sockets as the veins began bulge and pulse. The front of his drawers darkened as he promptly urinated himself. His flailing legs kicking in futile effort at the abdomen of his would be murderer.

Venom tilted his head to the side, if they had eyebrows or eyeridges, they were sure one of them would be cocked upward.

" **You wanna play charades?** _ **THAT SOUNDS FUN!**_ "

Before the impromptu game of family friendly and all around fun charades could begin, the store front windows shattered. Venom turned and looked outside, not before applying the last bit of pressure to his grip and popping the head off the robber like a cap from a tube of toothpaste. He saw his favorite freak outside in her new, skin tight, blue suit. Her red hair floating behind her as her hands glowed with deep blue and yellow.

"Venom! Come out here now!" Jean called, her powers amplifying her voice magnitudes more to shake the very building her target resided in.

Venom, not being one to deprive his adoring fans, didn't hesitate to rip a shelf from its place bolted into the floor and throw it with a mighty heave outward, doing a fancy flip behind it to land on the sidewalk. His jagged white eyes expanded as he saw the aura of yellow and blue wrap around the shelf and crush it like a soda can.

" **Oh! Oh! That was neat! Do it again!** " He giddily cried out ripping out a stop and throwing it like a spear at her.

His request was accommodated, even if not by the most willing of parties, as Jean stopped the sign inches from her face and twisted it into a pretzel. The street filled with laughter and Venom buckled over into a mad laugh, his long serpent-esque tongue lashing out in the open air. Jean growled to herself. It hadn't been a week since they she had very nearly saved Peter. But since then she'd only grown farther and farther. The dark circles under her eyes spoke to clearly of what her evenings had been like since that first encounter. The one where Scott had gotten his head cracked. The one were Beast lost an arm.

"Venom, I want to talk Peter!" Jean screamed, she felt like a little kid, crying at her babysitter to let her play with the other kids, but she'd come to understand that dealing with Venom was very much like handling children. A psychotic, sociopathic, remorseless, child that found joy in others suffering and brought hell on all those before him.

The muscular form of Venom squirm and writhe and wiggled all sorts of ways before bloating outward and then compressing back into the lean body of what the original Spider-Man appeared to look like.

" _Hey there, Pete here, sorry I can't come to the phone right now, but leave a message and I'll try and call you back_."

Jean tsked at how eerily similar that mocking display was to Peters original voice box message. It was generic sure, but in a cute and dorky sort of way. She didn't even bother to look surprised when the black covered body erupted outward in quick muscle growth. The childish deviant did some flexing to show off before stopping.

" **What do you think fits us better, lean and mean, or loud and proud?** " Venom asked the psychic girl genuinely. They may have a mild distaste, to put it lightly, for all of the X-Freaks; those with the power to stomp around in someone's head without wiping their feet especially so, but they could tolerate Jean, if only because she reminded them of easier times. Simpler ones. The early days when they were still new and young and not as cool as they were now.

Jean clenched her hand and used her powers to rip several street post from their place in the ground. The metal whined as it was twisted out of shape to wrapped around the body of black wearing 'hero'.

"Give. Peter. Back!" Jean screamed as loud as she could, not realizing the large cracks she was making in the streets several blocks away.

The toothy smile of the bio-suit grew wide.

" **You're right! We'll leave muscles to Ham-head Brock,** " With that their body quickly shrank into the tight fitting suit resembling the one Peter wore for the short lived run of Spider-Man, and all their escapades, " **Being Lean and agile is way better, besides we're still strong enough to bench press mountains if we want!** " An exaggeration? Yeah, but they'd never tell Jean that. Maintaining images were half the battle in the never ending war of...love?

Venom chuckled and they backflipped onto the wall of the store they'd just saved from getting robbed. Vertical standing would never not be cool.

" **We don't get it! We stop bad guys, we're having fun! Shouldn't** _ **you**_ **be happy for us!** "

Jean wanted nothing more than to crush the bio-suit like some insignificant bug. But she wouldn't dare, lest she hurt Peter.

"Stop that! I can't...I won't believe that's what Peter wants! You aren't him, you're just a jail cell thats keeping him from the people who want to help him!"

Seeming to have struck a nerve Venom puffed their chest out and smugly replied, " **Yeah? How'd that work out for you the first time!?** "

The symbiote wearing hero, now bored of talking to some remnant of a life long 'forgotten' extended his hand and shot a web-line out and jumped away, swinging into the distance, hopefully ditching his lovely stalker.

Jean stared after the fleeing target and rose a hand to the ear piece she cleverly hid behind her still too long red hair.

"This is Agent Grey, Target Spider is approaching the lock down zone, be advised."

It took no time at all for the reply to come over her own, " _Roger that Grey, moving to intercept, Silver out._ "

 **[The Dark Spider]**

Octavious held up the vile of sea green syrup and scratched happily at his cheek. It had taken much longer than originally planned, and after a few close calls with his employer threatening to 'off' him for taking too long, he had done it. Or, he assumed as much anyway.

He quickly approached the feeding apparatus and inserted the vile, shutting the door and letting the syrup-like liquid be consumed by the oxygenizer and having the gaseous cloud seep into the 'pen' he had been keeping the Osborn heir in.

The hate and joy filled smile of the green skinned teen seemed to wither as he gagged and spasmed. His flesh prickling with goosebumps, his green pigment vanishing and his straight jet black hair curling and returning to a reddish brown.

The now returned to normal Harry Osborn blinked no more than twice before collapsing to his side.

With a sigh of relief Octavious reached over and picked up the specialized phone giving him instant access to his employer.

" _What is it you want Octavius?_ "

"Mr. Osborn, your son has been alleviated of his illness." Otto smugly spoke into the receiver.

" _I'll be right there…._ "

 **[The Dark Spider]**

 **A/N:**

 **THANKS FOR READING!**


	18. Emerge II

_A/N: Hey there, so uh, it's been a while huh. I just wanted to say...thanks. Thanks for reading and reviewing and being there while I've been away and working in other stuff and...yeah. It's been insane seeing follow and favorite popping up for this story so long after I last posted, so thanks for that._

 _Thanks to_ **nataku2709( _really dude your just awesome_ ), Stormhound12– _and all your encouraging words_ , Grakolin, TheSilverUmbreon _for making me chuckle at my own scenes, and thanks to_ Guest; _for reminding me this story was here and in desperate need of an update._**

 **Arc: Emerge and Recede II**

 **Chapter 18: Between Then and Now...**

His body took a wide right into the new street and as he flipped through the air his hands came out and snagged a grip on a passing lamp post, his form spinning around it like an Olympic gymnast as he pulled himself into a crouch. His feral eyes scanning the street, a strange rumbling in his gut that had NOTHING to do with the fact he was starving and desperately needed a chocolate bar.

His legs pushed and he soared through the air as the grapple net wrapped around what had just seconds ago been his post. His finger-tips graze the bricks of the building near him and he felt himself stretch to grab it.

His feral white eyes looking for his assailant, and coming up short. Another rumble in his gut and he bounced down to ground level just as another grapple net hit—and cracked—the brick wall he'd been stationed on.

A growl ripped itself from his throat as he tore open his mouth and roared, his bony fingers longating into claws while his long pink tongue whipped around furiously.

"Where the hell are you!"

He received no reply, instead a familiar figure appeared just a few paces down of him from the unoccupied alley.

"Spider-Man, you've been building up quite the negative image lately."

Their white eyes narrowed as they laughed, one hand stretched out in an open palm before it shot out like a rocket, the elongated limb flew across the relatively short space in no time at all before splatting against some invisible barrier.

His enlarged teeth crashed together as he scanned for whoever was making the obstacle keeping him from tearing Fury asunder. And he came up blank.

While his Superior sense knew for certain that there was someone else nearby, many someone's closing in too, he could exactly pinpoint them at the moment.

The stretchy arm writhed before retracting like a rubber band and it promptly snapped into place as Venom gave the eye patch sporting super spy a very casual smile...the kind of smile that really says, "when I get my claws on you, there won't be enough chunks left to cremate!" In a very sweet way of course.

"C'mon already Fury, you can't tell me your aren't borde of this tired old song and dance yet are you?!"

The calm and cool director of SHIELD smirked, and Venom counted that as a victory in and of itself, for how many daring day savers—yes they still consider themselves as 'heroes'—could they cause the big bad Director if SHIELD to emote? At all?!

"Suppose I am, must be why I'm finally ending this little game of yours." Was the simple reply Venom received from the man who lazily places both hands behind his back.

The head of the black suit sporting hero cracked back as he cackled in maniacal glee to the sky. His body lumbering forward slowly until his hands came to rest upon the invisible wall. His wide maw splitting to show off his impressively white fangs.

"Could I...sing you a little song...FuRy?!"

The SHIELD director had just enough time to raise his single visible eyes brow before both of the lean black suit sporting hero's fist came crashing against his transparent wall, it was then that the 'hero' realized the wall wasn't a 'wall' but instead a box.

"It goes a little something like this…" Venom whispers as his hands grip either side of the box, the sound of boots stomping in ground to intercept very apparent but he continued going on with ignoring the sounds as he raised the box and flung it down the street as he began his little tune.

" **V** is for Vicious, step aside or die!"

In a flurry of movement he exploded toward the charging SHIELD grunts and began his senseless pummeling.

" **E** is for Ectosymbiotic, watch as I take you down like flies!!"

His spartan kick sending the armor es grunt into a car and then into a store front.

" **N** is for Neuroactive, you simpletons are so dense!"

His back writhed as the bullets made contact before falling to the ground, his head shooting into the air and whipping back around to bite into the gun mans neck and lifting him high into the air before thrashing about and sending him flying before making his head return to its more anatomically correct spot.

" **O** is for Obligate, watch as I cut you down senseless!"

His claws swung upward like an uppercut and caught on the cut resistant vest of a soldier, but it did nothing to stop his upward swing which sent the poor lad back flipping down the street when his helmet sporting head crashed into the exposed skull of another grunt.

"And **M** is for Mutualistic, which is what we really are!!"

His arms gripped the necks of two soldiers before using them to steady himself as he used both feet to send the third stun baton using grunt skidding down the road. His laugh seemed absolutely ecstatic as cracked someone's helmet open and used the glass shards to stab their shoulda before jumping into the air and running vertically along the wall to where Fury was, seemingly free of his invisible box. Never one to let an opportunity slide he lunged forward and grabbed the man by the collar before lifting him up, his free hand moving back and all his clawed fingers coming together to form a shape more appropriate for running it through someone's chest.

"My names **Venom** it's so very nice to meet you!"

And just as the symbiotic clad teen moved to stab the shocked director as a beam of concussive force slammed into him, causing the two to go flying. Fury being the renowned super spy gracefully fell into a roll and found his feet.

Venom however flew through the air before slamming into a street light spine first, the dent and clank of metal obvious signs to how hard he hit the thing. He even remained motionless for half a second before pulling himself up and growling.

"I just want whoever did that to know...that they're so dead."

The lab created sentience and the boy it was merged too however could not react in time—seeing as their superior sense was being occupied by all the no name, no face, no point in having them here grunts that were trying to earn that paycheck, as another beam of concussive force came and pushed him further down the street.

Fury looked over his shoulder to see the blue suit sporting individual with the golden and red visor and the gold X-shaped harness. His hair was showing through the blue face covering, it really only covered his forehead and chin but…

"A little early there, had Xavier managed his party?" Fury asked the mutant teen coldly.

"Doctor X always does his part." Cyclops said in almost complete disregard as he moved onward toward his target, his bared teeth barely restraining his furious grunts.

Pulling himself from the rubble the black suit wearing Venom chuckled, "Uni-eye, is that you? Couldn't wait for me to come around and break another limb? You just had to come find me?" Venom sniggered as they stumbled to their feet.

Behind the mask Scott winced at the memory of the way this bastard had snapped his arm like a twig or broken his leg...if it weren't for Doctor Xaviers advanced treatment tech he'd still be up in the medical wing nursing nearly ruined limbs.

Cyclops seethed as he raised his left hand up to his temple, two fingers resting against it as his concussive blast built up strength.

"This won't be anything like last time…"

and just as Cyclops arched forward to release the blast his feet were pulled out from beneath him, his scream of surprise accompanied by the shrill sound of his blast cutting through the air and building above him and into the sky above. His jaw working to turn his thoughts to words only for a foot to sink into his fuller and force the air out of him, his eyes squeezed closed as he gasped in pain.

A clawed hand dig into his side and forced him into his back and a forearm pressed against the back of his head.

A pair of slimy lips and warm breath came by his ear.

"You talk too much Uni." Venom whispered before breaking both of the mutants arms, he even did the courteous thing of waiting for his pained screaming and grunting to become barely contained sobs before giving the boy a warning.

"Next time you try that, I'll **rip** out those pretty eyes of yours…"

Before Scott could do anything else the black clad hero pinning him to the ground and yelled in agony and began to walk away, his awkward steps and movement looking not unlike those of a drunken man in the late hours of the morning.

His fleshy suit pulled and shrank away from him as all Venom could do was clutch his head and whine.

Scott, through great effort, raised his head to see the living sound man, Ulessyes Klaw standing at the entryway with said namesake pointing out with the four prong like extension facing backward and sole rod pointing toward Venom.

" **AGHR!** " The hero cried as the agony continued, his feral white eyes catching Fury coming up behind the lazily standing man with the wonky hand pointed at him.

He couldn't hear a word Fury said but he noticed that as the director waved a hand several grunts moved in and planted four cylinders around Them before connecting each cylinder with a metallic grey tube, and then a teal blue dome formed around him, and the sound blissfully ended…

With drooping shoulders Venom tiredly raised their head and looked at Fury through his now teal tinted vision.

"Checkmate." Fury very calmly said before nodding to the man of living sound, "thank you for the help Doctor Xavier, I'll be sure to rely on you again soon." The man nodded before turning and walking away.

Venom reached forward, using all of their combined willpower to try and punch at the prison, only for the static to numb their arm and dance over their skin.

"Very high tech and sturdy, made just for you. Now, I have a little deal for you."

The lab made sentience narrowed their feral white eyes, even though their wide sedated tooth filled maw had shrunk away and vanished, they still looked intimidating.

"Here's my little proposition for you...you release Parker and enter a separate containment field, and you both live. Deny that…well...I'm sure you won't mind us just disposing if you two then?"

When he finished his little ultimatum a small rectangular compartment popped open in the cylinder, perfectly sized to contain the symbiote.

Venom had already despised Fury. From the first second. Something about the man was just… easy to hate, and this certainly wasn't going to earn him any points, in fact, he still recalled the first time they laid their collective eyes and consciousness on the man. And the deep uncontrollable rage that followed.

"You...won't hurt us…?" Venom asked, slowly, hesitant of letting its other half go, it's loved one.

Fury stared into cage, his countenance unreadable, "You know I can't promise you that…"

Venom didn't recoil of even scoff, it was fairly obvious honestly...they just never imagined they would get caught…

"Don't hurt...Peter…"

Fury said nothing as the black ooze retreated and flowed off of Parker and into the compartment, it quickly snapped shut and the field vanished, toops the surrounded them to take hold of Parker and their latest acquisition.

All the while the recovery team moved and the varying units and Agents got together Fury had to think back on it...was this really worth it.

 **Two Days Later**

His head felt...heavy. His arms didn't seem like they were even attached, and despite that sinking feeling and wobbly sensation below that, he couldn't even be sure that he possessed much of anything below his chest. A soft and slender finger parted his hair and scratched his scalp. Soft and soothing circles. Two and three before stopping.

His hearing was slightly muted, but even as toned down as it was the room was so quiet that the only thing you could really hope to hear was the person breathing. His eyes cracked open, a head of fire red hair and pale skin with eyes that shone green like dazzling emeralds even under these admittedly decent quality artificial lights. Her pale pink lips parted to reveal her smile of perfectly neat teeth. He felt something not unlike nostalgia at the sight, but also the sense to recoil in distaste of some form. This girl screamed...too much.

"Morning Pete."

He blinked, his hands balling the fabric of the bed unconsciously. This felt, wrong. Like something had been...cut. Like the sudden jump of a poorly chipped video edit. His eyes snapped back to her at the sound of her giggling.

"What's that face for? Usually people are happy when they wake up from comas."

His eyebrows arched up. A sudden flash of concern growing on his face before he squished that down. This was a little too nostalgic now...hadn't he just gotten out of a coma? Or had that been a dream...but…

His lips parted so he could question the statement but the sudden constrictions of his throat and movement of air and vibration of his vocal cords left him bent over and with a mild hacking cough.

His whole body shook from the force. His eyes watering from the struggle to breathe, a hand pressed against his back and he felt the stress melt away. His mind clearing slightly as well, but along with it a sense of...invasion. Like someone tickling the back of your neck while you eat and not saying anything before or after. He shuddered.

"What…?"

"Don't worry. I'm here to help." She whispered, her hand moving up to his shoulder and down his arm before grasping his hand. Her touch was warm, inviting, but some...unforgettable dread was attached to it. Like it threatened to pull away just when you needed it most. He choked out a single sob and lunges at her. Both of them falling to the floor.

Her face remained perfectly schooled as he struggled to look over her.

He had no clue how long he was asleep, but the slowly returning feeling to his limbs did not bode well.

However a sudden rush pushed his extremities to action as pinned her arms above her head and looked into her too calm eyes.

"What the fuck is going on?! What's up with this GroundHogs day bullshit you're trying to pull!"

She smiled, her hair was sprayed over her head and looked like a roaring fire, her eyes flashed blue before he felt weightless. His fingers lost their grip and suddenly he was in the air. Immobile.

She slowly came to her feet, hands working to dust off her body which was clad in a...flattering leather bodysuit.

She flashed him a smile as his cheeks grew warm and he forced his eyes to look at the wall, his sudden bout of rage ons confusion...just vanishing. Her hands cupped his cheek while her thumb rubbed against the cheek bone.

"You like the new look?" She asked, her smile warming slightly at his bashful stutter, "not that I expect you to Remember the old look for comparison."

Before he could even think about that—he felt like he knew this girl—the door to the room slid open and in came rushing in a silver haired lady with a platinum pistol drawn and trained on the bed where he should have been.

The cool grey eyes of the silver haired lady betrayed nothing as she holstered the weapon in her hand, giving the redhead a happy smile.

"I see you wasted no time restraining Agent Parker here Agent Grey."

Grey? He let his brows furrow in thought until it clicked. That red hair. Those eyes. That warm voice and inviting smile.

"Jean?" He heard himself asking. The strain of his body coming to gone.

Said Agent flashed the boy a soft smile before flicking her wrist and laying him in the bed, the sudden restrictions he felt vanishing.

"Yeah Pete." Her warm smile shifted into a frown as her head turned to face the platinum woman with a growl, "I told Fury I had it covered here."

The silver haired woman scoffed and crossed her arms, the fact that the way she did it pushed her breast up did not go unnoticed by Peter who was about a million miles away from all of this mentally anyway.

"Of that I have no doubt, but Fury would like more timely updates in the status of his agents and when he'll be available."

Jean muttered some inaudible words under her breath before coughing to 'clear her throat' and smiling at the other agent.

"Of course. As soon as I was certain to what extent Agent Parker was harmed I would have notified the good director."

With a flick of silver hair she turned, "Right. Try not to take too long with your boy toy, he'll be here in fifteen minutes tops."

Peter watched her leave before releasing a breath he hadn't realized he was holding. This worked—unintentionally—in catching the fiery haired Jeans attention. Her smile becoming genuine as she came back to his bed side and just cupped his face. Her eyes had a glossy look to them as a covering of tears pooled in her green orbs and threatened to spill out.

Her tongue poked out past her lips as her throat quivered, a million thoughts begging to be made whole and turned into proper speech. Instead she let her emotions flare, and established a connection.

Her eyes widened to the size of dinner plates as he teeth clacked with his tightening jaw, his hands gripped his head while he hissed in pain.

Hundreds of thousands of sentences and words suddenly rang inside his head and none of them seemed his own or even to make half sense.

"Sorry! Sorry! I'm...I'm still getting used to this and sometimes I lose my hold on them and—"

His hand clamped over her mouth, and he didn't need to ignore his her warm lips felt against his palm because the thoughts were still making his head ring too bad to make proper thought. That act he just did was more self preservation instinct than actual conscious thought.

"Please." He hissed through clamped teeth, "no noise."

She nodded once before he pulled his hand away, and suddenly the voices faded from his head. He thanked whatever deity existed for the relief. But his peace lasted only a second until Jeans arms wrapped around his neck and she buried her head into the crook on his head and shoulder. Her body shook with a soft cry as she pulled herself closer.

Another instinct came in—he disregarded the one that told him to push her away—as he hugged her back and patted her shoulder.

"Hey—uh—it's okay! Umm, I'm here!" He tried to soothe her while keeping the panic out of his voice.

He felt her finger dig into his back now, the hospital—or whatever this place was—gown doing nothing to keep the feeling of her fingers piercing his skin at a minimum. Her lips moved against his chest, her warm breath sending a shiver up his spine.

Reluctantly she pulled away and he saw the white of her eyes growing red and tears staining her cheeks.

"Peter." She gasped, "it's still there, was there, and I can't bring it back…" her body shakes as she muttered the words.

"It? What's it? Look Jean 'it' probably doesn't even matter okay, I'm sure the doctor or whoever will have some answers for—" he stopped as a pain grew in his chest. His body flipped back against the bad as a spasm shook him. His breath growing labored as his heart rate increased further.

Jean couldn't help but panic, his hands gripping his arm and giving him a pull, the soft blue and yellow glow over her hands doing nothing to soothe his body's negative reaction like it had for the last two days.

"Agent Grey." A gruff voice suddenly spoke, she chalked you her failure to sense his presence to her current stressed mental state.

Standing there at the door was none other than SHIELD director himself Nicholas Fury. His body cloaked perfectly beneath his coat, you could hardly tell that man beneath the jacket was muscles enough to go toe to toe with most any professional fighter and come out unscathed. Nor could you see the underarm holsters housing his twin pistols, or the variety of melee weapons and gadgets on his belt. But what really caught Jeans attention was the glass cylinder in his hand. A glass cylinder filled with a black ooze that made the blood in her veins ice.

Before he could say anything more she turned to fully face him with a growing rage, "Why the hell did you bring that!"

The look he gave her showed how little he cared for her distaste.

"You said give you time. We did. You said you'd fix him. You didn't. If this isn't put back to him soon, he won't survive much longer."

Jean balled her fists. Her head turning back to look at Peter as he struggled to breathe. Sweat pouring down his face.

"Your going to put that back on him...after all the work it took to get it off?!"

"We're in a controlled environment this time. We have you as well, plus we feel that Doctor Xaviers work with the specimen has...done much to stabilize our little specimen."

The two occupants in the room hadn't missed how the goo had been pushing its shirt tentacle like masses against its glassy cage to reach Peter. Jean shook her head but stepped to the side...her mind going somewhere else as Fury approached.


	19. Emerge III

**A/N:** _The last chapter of 2019, feels a bit crazy to be saying goodbye, almost feel like the year just started. But hopefully with the new year will come good things. Like some new stories. And wrapping up some old ones. I'm hopping to finish up with The Dark Spider before summer roles around, and then work a bit in Bleach and Ben 10, but let's see what happens._

 _Just have a Great New Year and be happy all my fellow reader and writers!_

 **Arc: Emerge and Recede**

 **Chapter 19: Ethical Nonsense**

 **Two Days Prior**

It was a feeling not unlike stepping out of a warm bath and letting the cold air touch your skin. The world felt alien and uncomfortable all over again. Their pale skin practically vibrated as the sun touched it, and grey tinted eyes looked at the eye patch wearing director, and while they weren't much of one for picking up details or really reading people—you'd have to be blind to not spot the flicker of surprise that shone through in the confused shield director's eye.

Smiling the pale skinned and narrowed eyes of what appeared to be Peter B. Parker in the flesh raised their empty hands and patiently waited for Fury's mind to catch up.

"Surprise?" They taunted, once melded one was not so easily separated, but revealing that little information wasn't exactly in their best interest.

Fury scoffed and snapped his fingers. Aloud whirring appeared overhead and they only needed to slightly tilt their heads up to catch sight of the circling SHIELD helicopters. The metallic wires connected to their little prison and Fury spared them no pleasantries as they were airlifted away to the next prison—but it just so happened that as they become airborne they saw none other than their little red bird come running around the corner. Her concern and aggravation so easy to read you'd think she was legitimately worried about them.

Back on ground level Fury started after the slowly leaving the scene of their latest Venom capture attempt. He knew this one made an even bakers dozen, it seemed that with each attempt they only assisted in training the arachnid themed hero in evading them, but they finally got it. He wished he hadn't needed to resort to such a sickening way of doing it…

"Fury!"

Turning back to the carnage he saw the redhead herself sprinting over to him, he was in no mood for a teen drama earful from some lovesick girl.

Hands crossed behind his back and trusted SHIELD scientist Doctor Markel. His results spoke for themselves and even did well enough to cover for his particular eccentricities. As the red haired mutant approached he handed off the compartment holding their little black ooze friend.

"Agent Grey, what is it now?" Straight to the point and so blunt it stings.

"You!"

"Me?" Fury interjected hoping to throw her little tirade off course before it built up any undue steam.

"You said that I could be here to talk to him! It was our deal!"

Sighing he punched the bridge of his nose and waved away his lead scientist, no point keeping their progress on hold while he explained proper operating procedures to some deluded half trained girl.

"And you will. But these next few hours are crucial, between transport and a psych evaluation and physical, I made the executive decision that your star crossed love reunion could wait another day."

To those watching it was truly a sight, it usually took a lot to get Jean flustered enough for her face to turn the same shade as her hair but the director had that special ability to file just about anyone up with his personal charm.

"And who better than me to perform psych evaluation Huh?!" Jean threw out, grasping at honest straws in hope of remaining involved in this little assignment.

Fury was about to reply with 'someone less biased and emotionally involved' but he stopped as he really though about it. The pieces really were coming together.

"Fine, come along."

[The Dark Spider]

To say that they were bored would be to say that the sky was blue, or water was wet, or—well you get the idea. Back to the proverbial starting line as it were, it was bad enough that they had been outsmarted, but it was worse still to be placed right back in some bland looking SHIELD containment unit, as if it hadn't proven incapable of holding them previously.

Their hand came up and massaged their temple, the long brown hair was starting to get in the way and they were only now realizing that not getting a haircut for a few weeks lead to this as a result. Unexpected right?

His fingers performed a soft circular motion, he felt off. He recalled a feeling not unlike this one from before but…

A pain much like a crack from a whip made him hiss, and the sudden cramping of his arm and leg forced his thoughts away from that particular thought and toward the sliding doors cracking open and letting light soil inward to his cell. Two figures stood there. One he knew quite well, the other less so but still well enough to recognize. It was Jaque and Franklin from his favorite late night talk show!

Jean and Fury steppes into the room and allowed the light to ally mínate their faces. Their face fell and to add to their dissatisfaction at guessing incorrectly they clicked their tongue and gave a shake of their head.

"I was really confident about that one." They spoke, the faintest hint of a warble to Peters voice.

Jean was never one to hide her emotions, the kind hearted redhead who wore her heart on her sleeve—just never make her mad.

Fury had the poker face of gambling god so he was absolutely no help at discerning reactions.

Luckily he was relatively unneeded in figuring this one out. They expected him to be a wreck—a messy one—after being separated. But what they had done was fall right for his plan. Which was less a plan and taking advantage of the fact he had lost. But he wasn't about to give these SHIELD guys a free point, not like he was at his best anyway.

"P-Peter…?" Jean reluctantly asked, her left hand twitching slightly as she struggled to keep from raising it.

His smile could be classified as many things, but one who looked upon him right now would only really call it one thing. A devilish smirk. Her hand instantly stopped trembling as her eyes shimmered with golden green light. Her jaw set with a frown marring that pretty face of hers and a crease along her forehead from how hard she had narrowed those eyes of hers.

Taking this set up perfectly they shrugged their shoulders and offered a more 'genuine' smile.

"What can I say Jean? You can the man out of the suit...but you can't take the suit out of a man."

He regretted taunting her the instant the last syllable left his mouth as she extended a hand so fast the glow around her fingers left spits in his vision and the sudden vice like sensation around his head had him seeing nothing seconds after. One pained scream later and he was lying on the floor a small trail of drool dribbling out of the corner of their mouth.

Jean felt her teeth grind against each other, a warm tear ran down her face and the feeling of failure that she'd grown so accustomed to filled her entirely.

The glow vanished from her hand as she recalled the words of the Professor, consideration before action, and foresight instead of hindsight, he said these lines to her so often she'd think he was some bog standard video game NPC...but he was a real person who...who just wanted her to be careful with her gifts. Her gaze remained on Peter, and she was certain that if he was in his right mind he'd want that too.

All those thoughts of what he'd say, what he'd do, all those pretty little mental flashes about someone else just stop as soon as she feels a hand around her wrist. Her mouth goes dry and she's back to that night. The voices. The mugger. Her first time seeing Spider-Man up close and personal. Being saved. And she can't stop but think about what she could have done differently to change this outcome. To get something else, something better.

"Grey!"

She flinches, eyes frantic and searching. She's in a SHIELD carrier cell, Peters unconscious, and the person with their hand invading her space is none other than Boss man of the whole thing himself Fury.

She coughs, clearing her throat, making sure to prevent potential voice cracks.

His grip tightens, his sole visible eye narrows and he's ready to scream her head off. But he calms himself, the mili-second of expression vanished into thin air and he just shakes his head in disappointment.

"Go back to your quarters Agent, I'll send for you when Parker wakes up again."

And like that he's gone, and she's ruined her chance to get first crack at Peter unopposed and unrestricted. Her leash just got a whole lot shorter and she's not sure how to fix it. She wants to believe that it's not panic and fear welling up inside her. But she's be lying if she even suggested something else. Her lips stay clamped shit and she bows her head as acknowledgement before ducking out of the room.

Fury started at her as she simply walked away, ashamed obviously—she failed to live up to basic expectations any agent would be ashamed of that—but she's angry, some at herself, mostly at...the world?

"Teenagers…" he sighs, pinching his nose and refusing to let it stress him out when he has actual thousands of more important issues to deal with before dinner hour.

He offers the unconscious teen that's given him no end of issues over the last...month? He'd lost track of the calendar at some point, but it was over. Medics would look him over, Jean would get his head straight, and HE could finally get on with this insane task of his.

It was funny, at some point he'd laugh but he'd need to remember how first, he'd figure it out...right, it was funny how well he knew the carrier. He often overheard agents talking about how well they knew parts of the carrier, but Fury felt abundantly confident in his ability to maneuver the place completely blind and without issue.

So when he quickly came upon his office it was no surprise, what did surprise him was the very young girl with an oversized katana in a bright red sheath with long flowing white hair. Her black and red dress almost like a tarp thrown over her nearly skeletal frame.

Without hesitation and years of practice his hand effortlessly slips into his pocket and pulled out the force protection field projector. His thumb pushing in the button and his eye waiting patiently to see the world take on a blue hue as the field comes to life. But it doesn't happen. In fact…

"Right, Snow Ogre to what do I owe the pleasure of yet another visit?"

She seems nonchalant, uncaring, and definitely uninterested. It takes longer than it should for her to reply, but she eventually gets around to it.

"You've done well to get back on the right track, but WATCHER says it's already too late. Things are permanently changed, I'm just here to say goodbye."

To say he was surprised would be to say he breathed air. It was so stupendously obvious that even as she clicked her fingers and vanished from the air before him, he simply started at the spot and waited.

Finally, with the relief that always came with it, he fell into his comfy desk chair and just...took...a breath.

And with that exhale he opened his eye to see a panting Agent at his door, generic five foot eight, brown hair, brown eyes, sun kissed skin, nothing special or remarkable. But he was here in a hurry for a reason.

"Agent?"

He coughs, clearing his throat and saluting, "Sir! Medical has examined Prisoner 0034-6709P and have identified something startling!"

Raising his remaining brow Fury crossed his arms, motioning for the agent to continue.

"If he remains separate from the symbiote...it could prove life threatening."

And to this, Fury has only one reply, "Shit."


End file.
